Bulk Sales Transfer Sample Clauses

Bulk Sales Transfer. Buyer and Seller hereby waive compliance with any applicable provisions of applicable Law concerning bulk sale transfers. Seller, Owner and the Owner Entity Shareholder shall indemnify Buyer as provided in Section 10.02 with respect to any liabilities resulting from or related to such non-compliance, which shall be deemed Excluded Liabilities for all purposes hereunder.
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Bulk Sales Transfer. Prior to the Closing Date, Seller will have taken all necessary steps to enable Seller to effectuate a valid, indefeasible transfer and sale of the assets described in this Agreement. Among other things, Seller will have fully complied with all California statutes, regulating bulk transfers, and will have obtained all consents, releases, permissions and documents which may be necessary for the transfer and sale of the Purchased Assets to Buyer.
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Bulk Sales Transfer. At the Closing, Action will have taken all necessary steps to enable Action to effectuate a valid, indefeasible transfer and sale of the assets described in this Agreement. Among other things, Action will have fully complied with all California statutes regulating bulk transfers, and will have obtained all consents, releases, permissions and documents, if any, which may be necessary for the transfer and sale of the Purchased Assets to Americana.
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Related to Bulk Sales Transfer

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Transfer The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Bulk Sales Law Buyer hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Business Assets to Buyer.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Bulk Sales Compliance Purchaser and Seller hereby waive compliance with any applicable bulk sale laws in connection with the transaction contemplated hereby, and Seller shall hold Purchaser harmless from Seller's failure to have complied with any applicable bulk sales laws.

  • Bulk Sales 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 Purchased Assets to Buyer.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Bulk Transfer Laws The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

  • Securities Transactions The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Subadviser or any affiliated person of the Subadviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations promulgated thereunder. The Subadviser, on its own behalf and with respect to its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets or (ii) identifying any violations which have occurred with respect to the Subadviser Assets. The Subadviser will have also submitted its Code of Ethics for its initial approval by the Board of Trustees no later than the date of execution of this agreement and subsequently within six months of any material change thereto.

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