Bulk Sales Requirements Clause Samples
The Bulk Sales Requirements clause sets out the obligations and procedures that must be followed when a seller disposes of a significant portion or all of its inventory or assets in a single transaction or series of related transactions. Typically, this clause requires the seller to notify creditors or comply with specific legal processes to prevent fraudulent transfers and protect the interests of creditors. Its core practical function is to ensure transparency and fairness in large asset sales, thereby minimizing the risk of creditors being left unpaid due to the bulk transfer of assets.
Bulk Sales Requirements. Each of the Parties waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions.
Bulk Sales Requirements. The Seller agrees to cooperate with the ----------------------- Purchaser in complying with the provisions of Article 6 of the California Uniform Commercial Code relating to bulk transfers in connection with the transactions contemplated by this Agreement. If the Purchaser shall waive the provisions of the bulk sales law, the Seller shall indemnify and hold the Purchaser harmless from any damages, losses or expenses (including reasonable attorneys' fees) suffered by the Purchaser from any claim which may be asserted against the Purchaser by creditors of the Seller for obligations not assumed by the Purchaser hereunder which result from noncompliance with the California Bulk Transfer Law.
Bulk Sales Requirements. The Seller shall comply with all requirements of applicable bulk sales laws in respect of the transactions contemplated hereby, or, in the alternative,
Bulk Sales Requirements. The Company shall have complied with all ----------------------- of the bulk sales requirements applicable to the transfer of the Assets as contemplated hereby in each and every state in which the Company's ownership of the Assets or conduct of the Business renders the Company subject to the same, except where failure to do so will not have a material adverse effect on the Assets or the Business.
Bulk Sales Requirements. UTS and Newco hereby waive compliance by Quest of any bulk sales notice requirements of applicable law, and Quest and QAM, jointly and severally shall indemnify and hold USN, UTS and Newco harmless from any and all losses, liabilities and expenses which shall arise against or be incurred by USN, UTS or Newco for the failure to comply with such requirements.
Bulk Sales Requirements. The Seller shall have complied with all of the ----------------------- bulk sales requirements applicable to the transfer of the Assets as contemplated hereby in each and every state in which the Seller's ownership of the Assets or conduct of the Business renders the Seller subject to the same, except where failure to do so will not have a material adverse effect on the Assets or the Business.
Bulk Sales Requirements. Within five (5) business days after the Closing Date, VMDC will file a Report of Bulk Sale or Transfer with the Hawaii Department of Taxation and will deliver such Report to Praxis upon approval by the Hawaii Department of Taxation.
Bulk Sales Requirements. If Seller is required to comply with the bulk sales laws of any jurisdiction (other than State of Minnesota, which does not impose a bulk sales law), Seller shall so inform Buyer and its counsel and provide all such information and execute and deliver such documents as Buyer may reasonably request in order to enable Seller to comply with the bulk sales laws of any jurisdiction where such compliance is required.
Bulk Sales Requirements. Buyer hereby waives compliance by Seller of any bulk sales notice requirements of applicable law, and GLC and Antia jointly and severally shall indemnify and hold Buyer harmless from any and all losses, liabilities and expenses which shall arise against or be incurred by Buyer for the failure to comply with such requirements.
Bulk Sales Requirements. Each of the Parties waives compliance with any applicable bulk sales, bulk transfers or similar Laws, including the Uniform Commercial Code Bulk Transfer provisions. All Liabilities arising out of the failure 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. The Seller agrees to pay and discharge in due course and will indemnify and hold harmless the Purchaser from and against all claims made by creditors of the Seller, including expenses and attorneys’ fees incurred by the Purchaser in defending against such claims.