Bulk Sales Legislation. The parties hereto believe that, assuming compliance with this Agreement by both the Vendor Group and the Purchaser, it is both unnecessary for the protection of the Vendor Group’s creditors and impracticable to comply with the bulk sales legislation of the various jurisdictions in which the Assets are located. Accordingly, in the event that any creditor of the Vendor Group should make any Claim against either the Purchaser or the Assets which is wholly or partially based on the premise that the sale of the Assets did not conform to the requirements of bulk sales legislation of any jurisdiction in which the Assets are situated, the Vendor Group agrees to indemnify and save the Purchaser harmless (including reasonable documented legal fees) from any Taxes for which Purchaser may become liable as a result of such non-compliance with such bulk sales legislation.
Bulk Sales Legislation. The parties agree to waive compliance with the provisions of any bulk sales legislation or similar legislation which may be applicable to the transactions contemplated by this Agreement.
Bulk Sales Legislation. The Purchaser agrees that it shall not require that the Vendor comply with the provisions of any statutes governing bulk sales or similar legislation applicable to the Transaction. The Vendor agrees to indemnify and save harmless the Purchaser from and against all Claims which the Purchaser may suffer or incur as a result of or arising out of such non-compliance by the Vendor except those that are attributable to the Purchaser's breach after Closing of its obligations under any Contracts, or other obligations that have been assigned to it, or assumed by it, on Closing pursuant to this Agreement. This Section 6.5 shall survive Closing.
Bulk Sales Legislation. Seller and Buyer hereby waive compliance with any applicable bulk sales legislation.
Bulk Sales Legislation. The Seller agrees to pay, indemnify and hold harmless the Trust from and against any losses, claims, damages and liabilities of the Trust arising from any failure by the Seller to comply with any applicable bulk sales legislation in respect of the purchase and sale of the Purchased Assets.
Bulk Sales Legislation. The parties hereto believe that, assuming compliance with this Agreement by both the Vendor and the Purchaser, it is unnecessary to comply with the bulk sales provisions of the Social Service Tax Act( ). In the event that any claim is subsequently made with respect to such legislation, the Warrantors agree, jointly and severally, to indemnify and save the Purchaser harmless in principal, interest and costs, including reasonable legal fees, against and from any such claim or expenses.ARTICLE 5 – CONDITIONS5.1 Conditions for the Benefit of the Purchaser. The sale by the Vendor and the purchase by the Purchaser of the Software is subject to the following conditions, which are for the exclusive benefit of the Purchaser and which are to be performed or complied with at or prior to the Time of Closing: (a) the representations and warranties of the Warrantors set forth in section 3.1 will be true and correct at the Time of Closing with the same force and effect as if made at and as of such time;(b) the Vendor will have performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendor at or prior to the Time of Closing;(c) the Purchaser will be furnished with such certificates or other instruments (including, without limiting the generality of the foregoing, a certified copy of resolutions of the shareholders and board of directors of the Vendor approving the sale of the Software to the Purchaser, instruments of conveyance with respect to the Software, etc.) of the Vendor or of officers of the Vendor as the Purchaser or the Purchaser’s counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have been performed or complied with by the Vendor at or prior to the Time of Closing have been performed or complied with and that the representations and warranties of the Warrantors herein given are true and correct at the Time of Closing;(d) there will have been obtained from all appropriate federal, provincial, municipal or other governmental or administrative bodies such approvals or consents as are required to permit the change of ownership of the Software contemplated hereby;
Bulk Sales Legislation. The parties hereby waive compliance with any applicable bulk sales legislation; provided however that the Vendor shall indemnify and save harmless each of the Purchasers from and against all losses suffered or incurred by any Purchaser as a result of such non compliance except to the extent such Losses arise from a Purchaser's failure to satisfy or discharge any Assumed Liabilities or other liabilities or obligations assumed by it hereunder.
Bulk Sales Legislation. The Vendor and Hxxxx shall jointly and severally indemnify and hold harmless the Purchaser from and against any and all Claims arising from, relating to or associated with the failure of the Vendor to comply with the provisions of any bulk sales legislation and any similar applicable legal requirements in connection with the sale of the Purchased Assets to the Purchaser pursuant to the terms hereof.
Bulk Sales Legislation. The Company has never acquired any assets (including the Assets) from any Person in circumstances where such acquisition was subject to the provisions of the Bulk Sales Act (Ontario) or any other similar legislation.
Bulk Sales Legislation. The Vendor shall comply with the provisions of any statutes governing bulk sales or similar legislation applicable to the Transaction on or before Closing.
