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Common use of Bulk Sales Clause in Contracts

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreement.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Entertainment Games, Inc.), Asset Purchase Agreement (Televideo Inc), Asset Purchase Agreement (Network Computing Devices Inc)

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Bulk Sales. Purchaser hereby waives The parties hereto waive compliance by Seller with the provisions of the any bulk sales laws of any jurisdictionlaw applicable to the transactions contemplated hereby, if applicableand, provided that notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer harmless from and against all claims asserted against the Purchased Assets or Buyer pursuant to such bulk sales laws. Seller agrees to indemnify Purchaser for claims of pay timely its account creditors of Seller with respect to liabilities not expressly being assumed by Purchaser pursuant to this AgreementBuyer hereunder.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.)

Bulk Sales. Purchaser Buyer hereby waives compliance with any applicable "bulk sales law" or similar law by Seller, and Seller with the provisions shall indemnify and hold Buyer harmless against any liability under any such laws for losses resulting from non-compliance therewith or Seller's application of the bulk sales laws proceeds of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims the sale of creditors of Seller with respect to liabilities not expressly assumed Assets contemplated by Purchaser pursuant to this Agreement.

Appears in 6 contracts

Samples: Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc)

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection with the provisions sale of the Business to Purchaser and its Affiliates. Seller shall indemnify and hold harmless Purchaser and its Affiliates against any and all claims that may be asserted by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementtransfer Law.

Appears in 6 contracts

Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (SB/RH Holdings, LLC)

Bulk Sales. The Purchaser hereby waives compliance by Seller the Sellers with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided jurisdiction relating to a bulk sale or transfer of assets that Seller agrees may be applicable to indemnify Purchaser for claims the transfer of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe Mortgage Loans.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (HSBC Finance Corp), Mortgage Loan Purchase Agreement (HSBC Finance Corp), Mortgage Loan Purchase Agreement (HSBC Finance Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the applicable bulk sales laws of any jurisdictiontransfer or similar laws, if applicableany, provided that and Seller agrees hereby indemnifies and holds harmless Purchaser from any liabilities and obligations arising from claims made by third parties under applicable bulk transfer or similar laws, if any, applicable to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to the transactions contemplated in this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Apogee Technology Inc), Asset Purchase Agreement (Clarus Corp), Asset Purchase Agreement (Epicor Software Corp)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdiction, if applicable, provided or similar laws. Buyer shall discharge the Assumed Liabilities in accordance with their terms and Buyer agrees that Seller agrees shall have no liability for any failure of Buyer to indemnify Purchaser for claims of creditors of Seller discharge the Assumed Liabilities in accordance with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementtheir terms.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Applied Micro Circuits Corp), Asset Purchase Agreement (Applied Micro Circuits Corp), Asset Purchase Agreement (Hi/Fn Inc)

Bulk Sales. Purchaser and Seller hereby waives waive compliance by Seller the other with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that to the extent applicable to the transactions contemplated by this Agreement. Seller agrees to shall indemnify and hold harmless Purchaser for claims and the other Purchaser Indemnitees from and against any and all Losses resulting from or arising out of creditors of any noncompliance or alleged noncompliance by Purchaser or Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch bulk sales laws.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ventiv Health Inc), Asset Purchase Agreement (XTL Biopharmaceuticals LTD), Asset Purchase Agreement (Ventiv Health Inc)

Bulk Sales. Without limitation of Seller’s (or its relevant Subsidiary’s) obligations set forth in Section 2.02(b)(viii), Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees Business and the Assets to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this AgreementPurchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (TNS Inc), Asset Purchase Agreement (Verisign Inc/Ca)

Bulk Sales. Purchaser hereby Buyer waives compliance by Seller with the provisions of the Legal Requirements ---------- relating to bulk sales laws of any jurisdiction, if applicable, provided that applicable to the transaction contemplated hereby and Seller agrees to shall indemnify Purchaser for claims of creditors of Seller Buyer with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthereto.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom Capital Corp), Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD)

Bulk Sales. Purchaser hereby waives compliance by Seller Sellers with the provisions of the so-called bulk sales laws Law of any jurisdiction, if applicable. Without limiting the generality of Section 8.3.1 but subject to Article 8, provided that Seller agrees to Sellers will, jointly and severally, indemnify and hold harmless Purchaser for claims and its Affiliates, directors, officers, employees, agents and representatives from and against any Indemnifiable Losses relating to, resulting from or arising out of creditors of Seller any non-compliance by Sellers with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany applicable bulk sales Law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bergen Brunswig Corp), Asset Purchase Agreement (America Service Group Inc /De)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdictionor similar laws; provided, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller and hold harmless Buyer with respect to liabilities not expressly assumed by Purchaser pursuant any noncompliance with such laws and Buyer's waiver with respect thereto. Buyer shall discharge the Assumed Liabilities in accordance with their terms and Buyer agrees that Seller shall have no liability for any failure of Buyer to this Agreementdischarge the Assumed Liabilities in accordance with their terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Radisys Corp), Asset Purchase Agreement (Radisys Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees Business and the Transferred Assets to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this AgreementPurchaser.

Appears in 2 contracts

Samples: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the bulk sales laws of Acquired Assets to Buyer (other than any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller obligations with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe application of the proceeds from the Transactions).

Appears in 2 contracts

Samples: Asset Purchase Agreement (FireEye, Inc.), Master Asset Purchase Agreement (Echelon Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the bulk sales laws Laws of any jurisdiction, if applicable, provided jurisdiction relating to the bulk sale or transfer of assets that Seller agrees may be applicable to indemnify Purchaser for claims the transfer of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe Acquired Assets.

Appears in 2 contracts

Samples: Customer Transfer Agreement (Primus Telecommunications Group Inc), Customer Transfer Agreement (Primus Telecommunications Group Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementlaws.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Lenco Mobile Inc.)

Bulk Sales. Purchaser Buyer and Sellers hereby waives waive compliance by Seller with the provisions of the any bulk sales laws sales, bulk transfer or similar Laws of any jurisdiction, if applicable, provided jurisdiction that Seller agrees to indemnify Purchaser for claims of creditors of Seller may otherwise be applicable with respect to liabilities not expressly assumed the sale of any or all of the Purchased Assets to Buyer hereunder, it being understood and agreed that any Liabilities arising out of any failure by Purchaser pursuant Sellers to this Agreementcomply with the requirements and provisions of any such bulk sales, bulk transfer or similar Laws shall be treated as Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rubicon Technologies, Inc.)

Bulk Sales. Purchaser hereby waives compliance by Seller Sellers with the provisions of the bulk sales laws of any jurisdictionjurisdiction relating to a bulk sale or transfer of assets that may be applicable to the transfer of the Purchased Assets. For the avoidance of doubt, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to and notwithstanding any other provision in this Agreement, the indemnification provided by Sellers in Section 9.02(e) shall apply to any Taxes that are the subject of the bulk sale provisions of any jurisdiction that may be applicable to the transfer of the Purchased Assets.

Appears in 1 contract

Samples: Purchase Agreement (Newcastle Investment Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that Seller agrees will indemnify, defend and hold harmless Purchaser and its Affiliates in respect of any Indemnifiable Loss relating to, resulting from or arising out of Seller's failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cpi Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the Business to Purchaser and its Affiliates. Seller shall indemnify and hold harmless Purchaser and its Affiliates against any and all claims that may be asserted by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementtransfer Law.

Appears in 1 contract

Samples: Acquisition Agreement (Spectrum Brands, Inc.)

Bulk Sales. Purchaser Seller and Buyer hereby waives waive compliance by Seller with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller Applicable Laws with respect to liabilities not expressly assumed “bulk sales” (including any requirement to withhold any amount from payment of the Purchase Price or any elements thereof) applicable to the sale to Buyer of the Assets by Purchaser pursuant to this AgreementSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (RespireRx Pharmaceuticals Inc.)

Bulk Sales. Purchaser hereby In consideration of the indemnity provided by Seller in Section 10.3, Buyer waives compliance by Seller with the applicable provisions of the any so-called “bulk sales laws law,” or similar law, of any jurisdiction, jurisdiction (if applicable, provided that Seller agrees and to indemnify Purchaser for claims of creditors of Seller with respect the extent applicable to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe transactions contemplated hereby).

Appears in 1 contract

Samples: Asset Purchase Agreement (Security National Financial Corp)

Bulk Sales. Purchaser hereby Buyer waives compliance by Seller with the provisions of the so-called bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that Seller agrees will indemnify, defend and hold harmless Buyer in respect of any indemnifiable loss (without regard to indemnify Purchaser for claims Section 13.3 hereof) relating to, resulting from or arising out of creditors of Seller Seller's failure to so comply with respect to liabilities not expressly assumed such Laws in connection with the transitions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Genicom Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller Sellers with the provisions of the so-called bulk sales laws Law of any applicable jurisdiction; provided, if applicablehowever, provided that Seller agrees Sellers will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable Loss relating to, resulting from or arising out of Sellers' failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intersil Holding Co)

Bulk Sales. Purchaser hereby waives compliance by Seller Sellers with the ---------- provisions of the bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that Seller agrees -------- ------- Sellers will indemnify, defend and hold harmless Purchaser and its Affiliates in respect of any Indemnifiable Loss relating to, resulting from or arising out of Sellers' failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the ---------- provisions of the bulk sales Bulk Sales Act and similar laws of any state or jurisdiction, if applicable. Seller shall, provided that Seller agrees to in accordance with Article IX, indemnify Purchaser for and hold Buyer harmless from and against any and all claims made against Buyer by reason of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch non-compliance.

Appears in 1 contract

Samples: Local Programming and Marketing Agreement and Put/Call Agreement (Salem Communications Corp /De/)

Bulk Sales. Purchaser hereby waives compliance by Buyer acknowledges that Seller is not complying with the provisions of the bulk sales or similar laws of any jurisdictionand all states (the "Bulk Sales Laws"), if applicableand Buyer hereby waives compliance by Seller therewith, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller but this waiver shall not limit Seller's indemnification obligations with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nelson Thomas Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees Business and the Assets to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this AgreementPurchaser.

Appears in 1 contract

Samples: Acquisition Agreement (Carbo Ceramics Inc)

Bulk Sales. Purchaser hereby Buyer hereby, subject to the indemnification obligation of Seller in Section 7.2(a)(iii), waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementlaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextmedia Operating Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of the any applicable bulk sales sale or bulk transfer laws of any jurisdiction, if applicable, provided that Seller agrees jurisdiction in connection with the transfer of the Acquired Assets to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser Buyer pursuant to this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hartford Financial Services Group Inc/De)

Bulk Sales. Purchaser hereby Buyer waives compliance by Seller with the provisions of any applicable bulk sales, fraudulent conveyance or other law for the bulk sales laws protection of any jurisdictioncreditors in connection with the transfer of the Purchased Assets under this Agreement; provided, if applicablehowever, provided that Seller agrees to indemnify Purchaser for shall pay and discharge when due all claims of creditors creditors, other than Assumed Liabilities, which could be asserted against Buyer or any of Seller with respect to liabilities not expressly assumed the Purchased Assets by Purchaser pursuant to this Agreementreason of such non-compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Portfolio Recovery Associates Inc)

Bulk Sales. In consideration of the indemnity provided by Seller under Section 7.3(d) of this Agreement, Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws law of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Continental Materials Corp)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws Law of any jurisdictionjurisdiction in connection with the sale of the Purchased Assets. Notwithstanding any such waiver, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect Buyer against all Liability, damage or expense which Buyer may suffer due to liabilities not expressly assumed the failure to so comply or to provide notice required by Purchaser pursuant to this Agreementany such Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (NeuroMetrix, Inc.)

Bulk Sales. Purchaser Buyer hereby waives compliance by for Seller and its Affiliates with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees applicable to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to the transfers described in this Agreement. Seller shall indemnify and hold harmless Buyer against any and all liabilities which may be enacted by third parties against Buyer as a result of such noncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (TREES Corp (Colorado))

Bulk Sales. Purchaser and Sellers hereby waives waive compliance by Seller the other with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to . Sellers shall indemnify and hold harmless Purchaser for claims and the other Purchaser Indemnitees from and against any and all Losses resulting from or arising out of creditors of Seller with respect to liabilities not expressly assumed any noncompliance or alleged noncompliance by Purchaser pursuant to this Agreementor Sellers with such bulk sales laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ventiv Health Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of any applicable laws which relate to the sale of property in bulk sales laws in connection with the sale of any jurisdiction, if applicable, provided that Seller agrees the Assets to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rochester Medical Corporation)

Bulk Sales. The Purchaser hereby waives compliance by the Seller and the Selling Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the provisions sale of the Business to the Purchaser. The Seller shall indemnify and hold harmless the Purchaser against any and all Liabilities that may be asserted by third Persons against the Purchaser as a result of noncompliance by the Seller or any Selling Subsidiary with any such bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementtransfer Law.

Appears in 1 contract

Samples: Acquisition Agreement (Nortel Networks Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller the Sellers with the provisions of the so-called bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that Seller agrees the Shareholder and the Sellers will indemnify, defend, and hold harmless Purchaser and its Affiliates in respect of any damage, loss, liability, cost, expense or obligation and any claims, demands or suits relating to, resulting from, or arising out of, the Sellers' failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (MTM Technologies, Inc.)

Bulk Sales. Purchaser The Buyer hereby waives compliance by the Seller or the Company with any applicable bulk sales Laws in connection with the provisions transactions contemplated by this Agreement; provided the Seller shall indemnify the Buyer for any Loss to the Buyer arising out of the bulk sales laws of Seller’ material non-compliance with any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Superior Industries International Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws Law of any applicable jurisdiction; provided, if applicablehowever, provided that Seller agrees will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable loss relating to, resulting from or arising out of Seller' failure to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreementagreement.

Appears in 1 contract

Samples: Asset Transfer Agreement (Intersil Holding Co)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales or similar laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims jurisdiction in connection with the sale of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe Transferred Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adaptec Inc)

Bulk Sales. Purchaser Buyer hereby waives Seller’s compliance by Seller with the provisions of the any bulk sales laws Laws that may apply to the Transactions. Seller shall indemnify and hold harmless the Buyer from and against any Damages arising out of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch waiver.

Appears in 1 contract

Samples: Asset Purchase Agreement (Air Products & Chemicals Inc /De/)

Bulk Sales. Purchaser Laws The Buyer acknowledges that, notwithstanding anything in this Agreement to the contrary, the Sellers will not comply with the provision of the bulk sales laws of any jurisdiction in connection with the transactions contemplated by this Agreement. The Buyer hereby waives compliance by Seller the Sellers with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementall applicable jurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Energy East Corp)

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Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the respect to any applicable bulk sales or similar laws of any jurisdictionjurisdiction in connection with the sale of the Assets to Buyer, if applicable, provided that and Seller agrees to indemnify Purchaser Buyer and to save and hold Buyer harmless from, for and against any liability, damage, loss or deficiency (including reasonable attorney's fees) which Buyer may suffer or sustain as a result of any claims of made by creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreement.against Buyer

Appears in 1 contract

Samples: Asset Purchase Agreement (Protection One Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws or similar Laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller jurisdiction in connection with respect to liabilities not expressly assumed the transactions contemplated by Purchaser pursuant to this Agreementthe Transaction Documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Bulk Sales. Purchaser hereby waives compliance by Seller and the Selling Subsidiaries with the provisions of the any applicable bulk sales sale or bulk transfer laws of any jurisdiction, if applicable, provided jurisdiction in connection with the sale of the Business to Purchaser. Seller shall indemnify and hold harmless Purchaser against any and all liabilities that may be asserted by third parties against Purchaser as a result of noncompliance by Seller agrees to indemnify Purchaser for claims of creditors of Seller or any Selling Subsidiary with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany such bulk transfer law.

Appears in 1 contract

Samples: Acquisition Agreement

Bulk Sales. Purchaser hereby Buyer waives compliance by Seller with the provisions of any applicable bulk sales, fraudulent conveyance or other law for the bulk sales laws protection of any jurisdictioncreditors in connection with the transfer of the Purchased Assets under this Agreement; provided, if applicablehowever, provided that Seller agrees to indemnify Purchaser for shall pay and discharge when due all claims of creditors which could be asserted against Buyer or any of Seller with respect to liabilities not expressly assumed the Purchased Assets by Purchaser pursuant to this Agreementreason of such non-compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Portfolio Recovery Associates Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the bulk sales laws Laws of any jurisdiction, if applicable, provided jurisdiction relating to the bulk sale or transfer of assets that Seller agrees may be applicable to indemnify Purchaser for claims the transfer of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hardie James Industries Nv)

Bulk Sales. Purchaser hereby waives compliance by any requirements of Seller with in respect of the provisions of the so-called bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that Seller agrees to indemnify will indemnify, defend and hold harmless Purchaser for claims and its Affiliates in respect of creditors any Indemnifiable Loss relating to, resulting from or arising out of Seller such waiver in connection with respect to liabilities not expressly assumed the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Viasystems Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller Sellers and their respective Affiliates with the provisions of the any bulk sales laws sales, bulk transfer or similar Laws of any jurisdiction, if applicable, provided jurisdiction that Seller agrees to indemnify Purchaser for claims of creditors of Seller may otherwise be applicable with respect to liabilities not expressly assumed by Purchaser pursuant the sale of any or all of the Additional Acquired Assets to this AgreementBuyer.

Appears in 1 contract

Samples: Purchase Agreement (Rocky Brands, Inc.)

Bulk Sales. Purchaser Buyer hereby waives any necessary compliance by Seller Sellers with the provisions of the any bulk sales laws laws. Sellers hereby agree to indemnify, defend and hold Buyer harmless from and against any loss, claim, liability, cost or expense which Buyer may suffer or incur because of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller Sellers' non-compliance with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch bulk sales laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media General Inc)

Bulk Sales. Purchaser Buyer hereby waives any necessary compliance by Seller with the provisions of the any bulk sales laws of any jurisdiction, if applicable, provided that laws. Seller hereby agrees to indemnify Purchaser for claims indemnify, defend and hold Buyer harmless from and against any loss, claim, liability, cost or expense which Buyer may suffer or incur because of creditors of Seller Seller's non-compliance with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreement.such bulk sales laws. 52 - 47 -

Appears in 1 contract

Samples: Asset Purchase Agreement (Garden State Newspapers Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdictionlaw; provided, if applicablehowever, provided that Seller agrees Sellers hereby agree to indemnify Purchaser for claims against, and to hold Purchaser harmless from, at all times after the Effective Time, any and all loss, damage or liability, and all expenses (including reasonable legal fees) incurred or arising out of creditors the failure to comply with such bulk sales laws. Nothing in this Agreement shall be construed as an admission by any party as to the applicability of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany bulk sales laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultrak Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any bulk sales laws of any jurisdictionLaw applicable to the transactions contemplated hereby, if applicableand, provided that notwithstanding anything else in this Agreement to the contrary, Buyer shall hold Seller agrees to indemnify Purchaser for harmless from and against all claims of creditors of asserted against the Purchased Assets, Buyer or Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch bulk sales Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Venture Catalyst Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsales/transfer laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Tech Industries Group, Inc.)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the bulk sales laws of any jurisdiction, if applicable, provided jurisdiction relating to the bulk sale or transfer of assets that may be applicable to the transfer of the Purchased Assets and Seller agrees to shall indemnify Purchaser for claims of creditors of Seller any Losses to Purchaser resulting from such noncompliance in accordance with respect to liabilities not expressly assumed by Purchaser pursuant to this AgreementSection 14.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Official Information Co)

Bulk Sales. The Purchaser hereby waives compliance by the Seller with the provisions of the bulk sales laws Laws of any jurisdiction, if applicable, provided jurisdiction relating to a bulk sale or transfer of assets that may be applicable to the transfer of the Assets. The Seller agrees to indemnify and hold harmless the Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by all Losses which the Purchaser pursuant may incur or suffer as a result of the Seller’s non-compliance with any such Laws, except to this Agreementthe extent that such Losses arise from the Purchaser’s failure to pay or satisfy any of the Assumed Obligations.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Owens & Minor Inc/Va/)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the any so-called bulk sales transfer laws of any jurisdictionjurisdiction in connection with the sale of the Acquired Assets. Notwithstanding any such waiver, if applicable, provided that Seller agrees to indemnify Purchaser for claims against all liability, damage or expense which any of creditors of Seller with respect them may suffer due to liabilities not expressly assumed the failure to so comply or to provide notice required by Purchaser pursuant to this Agreementany such law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacer Health Corp)

Bulk Sales. Purchaser hereby Buyer waives compliance by Seller with the provisions of the Legal ---------- Requirements relating to bulk sales laws of any jurisdiction, if applicable, provided that applicable to the transaction contemplated hereby and Seller agrees to shall indemnify Purchaser for claims of creditors of Seller Buyer with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD)

Bulk Sales. Purchaser The Buyer hereby waives compliance by Seller the Sellers with the provisions of the any applicable bulk sales sale or bulk transfer laws of any jurisdiction, if applicable, provided jurisdiction in connection with the sale of the Purchased Assets to the Purchaser. The Sellers shall indemnify and hold harmless the Buyer against any and all liabilities that Seller agrees to indemnify Purchaser for claims may be asserted by third parties against the Buyer as a result of creditors of Seller noncompliance by the Sellers with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany such bulk transfer law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pegasystems Inc)

Bulk Sales. The Purchaser hereby expressly waives compliance by Seller the Sellers with the any requirements or provisions of the any bulk sales laws Law of any jurisdiction, if applicable, provided jurisdiction that Seller agrees may be otherwise applicable to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Lines, Inc.)

Bulk Sales. Purchaser and Seller hereby waives waive compliance by Purchaser and Seller with the provisions bulk sales law and any other similar laws in any applicable jurisdiction in respect of the bulk sales laws of any jurisdiction, if applicable, provided that transactions contemplated by this Agreement. Seller agrees to shall indemnify Purchaser for claims from, and hold it harmless against, any liabilities, damages, costs and expenses resulting from or arising out of creditors the parties' failure to comply with any of Seller with such laws in respect to liabilities not expressly assumed of the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Electro Rent Corp)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws Law of any jurisdiction; provided, if applicablehowever, provided that the Shareholders and Seller agrees will indemnify, defend, and hold harmless Purchaser and its Affiliates in respect of any Indemnifiable Loss relating to, resulting from, or arising out of, Seller's failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (MTM Technologies, Inc.)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws Law of any applicable jurisdiction; provided, if applicablehowever, provided that Seller agrees will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable Loss relating to, resulting from or arising out of Seller's failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such Laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ditech Communications Corp)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the bulk sales Bulk Sales Act and similar laws of any state or jurisdiction, if applicable. Seller shall, provided that Seller agrees to in accordance with Article IX, indemnify Purchaser for and hold Buyer harmless from and against any and all claims made against Buyer by reason of creditors such non-compliance. As set Purchase Agreement KTRB(AM) Page 38 of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreement.52

Appears in 1 contract

Samples: Asset Purchase Agreement

Bulk Sales. Purchaser Buyer and Seller hereby waives waive compliance by Seller with ---------- the provisions requirements of the all applicable bulk sales or other similar laws of any jurisdiction, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to the transactions contemplated hereby; provided, however, that Sellers shall indemnify and save Buyer harmless from any losses or liabilities not expressly assumed by Purchaser pursuant to this Agreementoccurring as a result of such waiver.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedway Motorsports Inc)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales or similar laws of any jurisdictionjurisdiction in connection with the sale of the Transfer of the Transferred Contracts, if applicable, provided that Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed Transferred Assets and Transferred IP and the other transactions contemplated by Purchaser pursuant to this Agreementthe Transaction Agreements.

Appears in 1 contract

Samples: Master Transaction Agreement (Tangoe Inc)

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws of any jurisdiction; provided, if applicablehowever, provided that Seller agrees will indemnify, defend and hold harmless Purchaser and its Affiliates in respect of any Indemnifiable Loss relating to, resulting from or arising out of Seller's failure so to indemnify Purchaser for claims of creditors of Seller comply with respect to liabilities not expressly assumed such laws in connection with the transactions contemplated by Purchaser pursuant to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dialogic Corp)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the "bulk sales sales," "bulk transfer" or similar laws of any jurisdiction, if applicable, provided that state. Seller hereby agrees to defend, indemnify Purchaser for claims and forever hold Buyer harmless from and against any and all liability (including any claims, suits or demands against Buyer), loss, cost (including reasonable attorney's fees), expense or damage of creditors any kind which Buyer may suffer as a result of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementany provision of any applicable bulk sales law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Delicious Frookie Co Inc /De/)

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the any applicable bulk sales laws of any jurisdictionlaw, if applicable, provided that and Seller agrees to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this AgreementBuyer and hold Buyer harmless from and against any and all liability thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucentrix Broadband Networks Inc)

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