Bulk Sales Matters. Seller hereby waives compliance with any “bulk sales” Laws applicable to the sale to Purchaser of the Purchased Assets by Seller.
Bulk Sales Matters. Seller covenants and agrees to defend, indemnify and hold Buyer and, if a Permitted Assignment is effected, Designated Subsidiary harmless for, from, and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs, and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense, or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action, or cause of action that Buyer and, if a Permitted Assignment is effected, Designated Subsidiary may suffer or incur by reason of any liability or obligation of Seller, of whatsoever nature and type, with respect to or arising under any applicable Bulk Sales Act.
Bulk Sales Matters. Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state, and Seller warrants and agrees to pay and discharge when due all claims of Seller's creditors which could be asserted against Purchaser by reason of such non-compliance. Seller and each of the Stockholders, jointly and severally, hereby indemnify and agree to hold Purchaser harmless from, against and in respect of (and shall on demand reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims.
Bulk Sales Matters. Each Seller and Sellers’ Parent, jointly and severally, covenant and agree to defend, indemnify, and hold each Buyer Indemnitee harmless for, from, and against any and all Losses) incurred in the investigation, defense, or settlement with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action, or cause of action that Buyer may suffer or incur by reason of any liability or obligation of any Seller, of whatsoever nature and type, with respect to or arising under any applicable Bulk Sales Act.
Bulk Sales Matters. Seller covenants and agrees to defend, indemnity, and hold Buyer harmless for, from, and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs, and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense, or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action or cause of action which Buyer may suffer or incur by reason of any liability or obligation of Seller, of whatsoever nature or type, with respect to or arising under any applicable Bulk Sales Act.
Bulk Sales Matters. Seller and each Designated Member, jointly and severally, covenant and agree to defend, indemnify and hold Buyer harmless for, from, and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs, and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense, or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action, or cause of action that Buyer may suffer or incur by reason of any liability or obligation of Seller, of whatsoever nature and type, with respect to or arising under any applicable Bulk Sales Act.
