Common use of Bulk Sales Laws Clause in Contracts

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against any member of the Seller Group, Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the provisions of any applicable bulk sales Law and any other law or similar Laws in any laws that may be applicable jurisdiction in respect to the sale or transfer of the transactions contemplated by this Agreement and the Ancillary AgreementsDesignated Assets; provided, however, that Seller shall pay be liable for and discharge when due all claims of creditors asserted shall indemnify, defend, and hold harmless Buyer and its representatives from and against any tax imposed on Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of its representatives as a result of the Purchased application of any bulk sales law or similar laws to the extent such tax is imposed as a result of the sale of transfer of the Designated Assets by reason per the terms of such noncompliancethis Agreement.

Bulk Sales Laws. Buyer and Seller hereby The parties hereto waive compliance by Buyer and Seller with the provisions of any applicable bulk sales, fraudulent conveyance or other law for the protection of creditors, including any bulk sales Law and similar laws relating to Taxes. Seller shall indemnify and hold Buyer harmless from, and reimburse Buyer for, any other similar Laws in any applicable jurisdiction in respect loss, cost, expense, liability or damage which Buyer may suffer or incur by virtue of the transactions contemplated noncompliance by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of parties with such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceapplicable laws.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due any or all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason to Purchaser (and Purchaser agrees that such non-compliance, and any event or circumstance arising out of, relating to or resulting from such non-compliance, does not and will not constitute a breach of such noncomplianceany representation, warranty, covenant or agreement of Seller in this Agreement).

Bulk Sales Laws. Subject to all other terms of this Agreement, Seller and Buyer and Seller hereby each waive compliance by Buyer and Seller with the any bulk sales Law and any other similar Laws in any laws applicable jurisdiction in respect to the sale of the transactions contemplated by this Agreement and Assets or the Ancillary Agreementstransfer of the FPBU to Buyer; provided, however, that Seller shall will pay and discharge when due due, and fully defend and indemnify Buyer from, any and all claims of creditors which could be asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance, other than Assumed Liabilities.

Bulk Sales Laws. To the extent permitted by Law, the Buyer and the Seller hereby waive compliance by the Buyer and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that . The Seller shall pay agrees to indemnify and discharge when due hold Buyer harmless from and against any and all claims of creditors asserted against Losses incurred by the Buyer or any of its Affiliates as the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any transferee of the Purchased Assets by reason as a result of any failure to comply with any such noncompliancebulk sales Law or similar Laws with respect to the Purchased Assets.

Bulk Sales Laws. Buyer The Purchaser and the Seller hereby waive compliance by Buyer and Seller with the provisions of the bulk sales Law laws (and similar Tax laws) of any other similar Laws state relating to bulk transfers in any applicable jurisdiction in respect connection with the sale of the transactions contemplated by this Agreement and the Ancillary AgreementsAcquired Assets hereunder; provided, however, that any liability relating to such laws shall be treated as a Retained Liability and the Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall promptly take promptly all necessary actions required any action to remove any Lien which may be placed upon on any of the Purchased Acquired Assets by reason of such noncomplianceas a result thereof.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Related Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such any noncompliance on Seller’s part, and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such Seller’s noncompliance.

Bulk Sales Laws. Buyer and the Seller Group hereby waive compliance by Buyer and the Seller Group with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the Seller Group shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller Sellers hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of any or all of the transactions contemplated by this Agreement and the Ancillary AgreementsAcquired Assets to Buyer; provided, however, it being understood that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any Liabilities arising out of the Purchased Assets by reason failure of such noncomplianceSellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction Liabilities shall be treated as Retained Liabilities.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, it being understood that such waiver shall not impose on Buyer any responsibility for any Taxes arising from the Pre-Closing Period for which Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceis liable in accordance with this ARTICLE VI.

Bulk Sales Laws. The Buyer and the Seller hereby waive compliance by the Buyer and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the Seller shall pay and discharge when due all claims of creditors asserted against the Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer Purchaser and Seller with the bulk sales Law laws and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement hereby and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any other Transaction Documents. Any Liabilities arising out of the Purchased Assets by reason failure of such noncomplianceSeller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, it being understood that such waiver shall not impose on Buyer any responsibility for any Taxes arising from the Pre-Closing Period for which Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceis liable in accordance with this Section 6.