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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Bulk Sales. The Purchaser hereby waives compliance by Seller the Sellers with the provisions of the bulk sales laws Laws of any jurisdictionjurisdiction relating to a bulk sale or transfer of assets that may be applicable to the transfer of the Assets (collectively, 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 Agreementthe “Bulk Sales Laws”).

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).

Bulk Sales. The Purchaser hereby waives compliance by Seller the Sellers and their Affiliates with the requirements and provisions of the bulk sales any “bulk-transfer” 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 Acquired Assets to this Agreementthe Purchaser.

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.

Bulk Sales. The Purchaser hereby waives compliance by the Seller with the provisions any bulk sales or other similar laws in any applicable jurisdiction in respect 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 transactions contemplated by Purchaser pursuant to this Agreement.

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.

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions any bulk sales or other similar laws in any applicable jurisdiction in respect 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 transaction contemplated by Purchaser pursuant to this Agreement.

Bulk Sales. The Purchaser hereby waives compliance by Seller the Sellers 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 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 Assets.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Bulk Sales. Purchaser hereby waives compliance by Seller with the provisions of the so-called bulk sales laws law of any jurisdictionstate. Seller shall indemnify, if applicable, provided that Seller agrees to indemnify defend and hold Purchaser for claims harmless against any and all Losses suffered by Purchaser as a result of creditors of non-compliance by Seller with respect any such bulk sales laws, this indemnity being in addition to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe indemnity provided elsewhere herein.

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

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.

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.

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.

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 82 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.

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.

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 -

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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 Agreement.such non-compliance. As set Purchase Agreement KTRB(AM)

Bulk Sales. Subject to the provisions of Section 9.1(b), Purchaser hereby waives compliance by Seller with the provisions of the bulk sales or similar laws of any jurisdiction, if applicable, provided that Seller agrees state relating to indemnify Purchaser for claims the sale of creditors of Seller with respect to liabilities not expressly assumed the Purchased Assets contemplated by Purchaser pursuant to this Agreement.

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).

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 hereby agrees to indemnify Purchaser for claims against, and to hold Purchaser harmless from, 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, unless such failure is the result of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe act, omission, or financial condition of Purchaser.

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.

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.

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.

Bulk Sales. Purchaser hereby waives compliance by Seller and its Affiliates 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 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 Transferred Assets.

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.

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.

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.

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.

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with the provisions of the bulk sales laws Applicable 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 Transferred Specified Ownership Interests or the Additional Assets.

Bulk Sales. Purchaser hereby waives compliance by Seller and the Selling Subsidiaries with the provisions of the any applicable bulk sales or similar laws of any jurisdiction, if applicable, provided jurisdiction in connection with the sale of the Acquired Assets and the other transactions contemplated by the Transaction Agreements; it being understood that Seller agrees to indemnify Purchaser for claims any Liabilities arising out of creditors the failure of Seller and the Selling Subsidiaries to comply with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementthe requirements and provisions of any bulk sales, bulk transfers or similar laws of any jurisdiction shall be treated at Excluded Liabilities.

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.

Bulk Sales. Purchaser Buyer hereby waives compliance by Seller with any ---------- applicable laws relating to bulk transfers in connection with the provisions sale of the bulk sales laws of any jurisdiction, if applicable, provided that Acquired Assets. Seller agrees to indemnify Purchaser for claims of creditors of Seller Buyer with respect to liabilities not expressly assumed by Purchaser pursuant any failure to this Agreementcomply with such bulk transfer laws in accordance with the provisions of Section 6.1.

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.

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. SECTION 5.08.

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.

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.

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.

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.

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 to indemnify Purchaser for claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementand its Affiliates.

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.