Bulk Sales or Transfer Laws. Buyer acknowledges that Seller will not comply with the provisions of any bulk sales or transfer laws of any jurisdiction in connection with the transactions contemplated by this Agreement. Buyer hereby waives compliance by Seller with the provisions of the bulk sales or transfer laws of all applicable jurisdictions.
Bulk Sales or Transfer Laws. The Buyer hereby waives compliance by the Selling Entities with the provisions of the bulk sales or transfer Laws of all applicable jurisdictions.
Bulk Sales or Transfer Laws. The Seller agrees to indemnify the Buyer from and against any and all Liabilities arising from Seller's failure to comply with any applicable bulk sales law.
Bulk Sales or Transfer Laws. Each party hereto waives compliance by Purchaser and Sellers with the provisions of the bulk sales or similar laws of all applicable jurisdictions.
Bulk Sales or Transfer Laws. Except as provided in Section 7.7(b), the Buyer Parties hereby waive compliance by the Seller Parties with the provisions of the bulk sales or transfer laws of all applicable jurisdictions. The Sellers agree to cooperate with the Buyer Parties, at the Buyer's expense, in making any such bulk sales filings upon the reasonable request of the Buyer.
Bulk Sales or Transfer Laws. NorthWestern hereby waives compliance by Avista with the provisions of the bulk sales or transfer laws of all applicable jurisdictions. Avista agrees to pay all claims of creditors which could be asserted against NorthWestern because of such noncompliance. Avista indemnifies NorthWestern against any liability or expense, including attorneys’ fees, incurred by NorthWestern by reason of the failure of Avista to pay such claims.
Bulk Sales or Transfer Laws. The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Transferred Assets and the Business to Buyer and its Affiliates; it being understood that any liabilities or Losses arising out of the failure of any member of the Seller Group 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 or Remaining Canadian Obligations shall be treated as Excluded Liabilities.
Bulk Sales or Transfer Laws. The Sellers shall obtain, in the Approval Order, a provision waiving compliance by the Sellers and the Buyers with the provisions of any bulk sales laws that may be applicable to the transactions contemplated by this Agreement.
Bulk Sales or Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provision of any bulk sales or transfer laws (other than sec. 1141(c) of the New York State Tax Law) of any jurisdiction in connection with the transactions contemplated by this Agreement. The Buyer hereby waives compliance by this Seller with the provisions of the bulk sales or transfer laws of all applicable jurisdictions.
Bulk Sales or Transfer Laws. Buyer acknowledges that Seller will not comply with the provision of any bulk sales or transfer Laws pursuant to Tex. Tax Code § 111.020, Or. Rev. Stat. § 305.330, Minn. Stat. § 270C.57, or Mich. Comp. Lxxx Xxx. § 205.27a in connection with the transactions contemplated by this Agreement. Buyer hereby waives compliance by Seller with the provisions of the bulk sales or transfer Laws pursuant to Tex. Tax Code § 111.020, Or. Rev. Stat. § 305.330, Minn. Stat. § 270C.57, or Mich. Comp. Lxxx Xxx. § 205.27a.
