Common use of Bulk Sales Clause in Contracts

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 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 transfer Law.

Bulk Sales. Where permitted under applicable Law, Purchaser Buyer hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection with the sale provisions of the Business to Purchaser Bulk Sales Act and its Affiliatessimilar laws of any state or jurisdiction, if applicable. Seller shall shall, in accordance with Article IX, indemnify and hold Buyer harmless Purchaser from and its Affiliates against any and all claims that may be asserted made against Buyer by third Persons against Purchaser or its Affiliates as a result reason of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawnon-compliance.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale transfer or similar laws, if any, and Seller hereby indemnifies and holds harmless Purchaser from any liabilities and obligations arising from claims made by third parties under applicable bulk transfer Laws or similar laws, if any, applicable to the transactions contemplated in connection with the 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 transfer Lawthis Agreement.

Bulk Sales. Where permitted under applicable LawWithout 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 sale of the Business and the Assets 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 transfer LawPurchaser.

Bulk Sales. Where permitted under applicable Law, Purchaser and Seller hereby waives waive compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection the other with the sale provisions of the Business bulk sales laws of any jurisdiction, to Purchaser and its Affiliatesthe extent applicable to the transactions contemplated by this Agreement. Seller shall indemnify and hold harmless Purchaser and its Affiliates the other Purchaser Indemnitees from and against any and all claims that may be asserted Losses resulting from or arising out of any noncompliance or alleged noncompliance by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawsales laws.

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 of any jurisdiction in connection with the sale of the Business and the Transferred Assets 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 transfer LawPurchaser.

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 Sellers with the sale provisions of the Business so-called bulk sales Law of any jurisdiction, if applicable. Without limiting the generality of Section 8.3.1 but subject to Purchaser Article 8, Sellers will, jointly and its Affiliates. Seller shall severally, indemnify and hold harmless Purchaser and its Affiliates Affiliates, directors, officers, employees, agents and representatives from and against any and all claims that may be asserted Indemnifiable Losses relating to, resulting from or arising out of any non-compliance by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries Sellers with any such applicable bulk transfer sales Law.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale sales or bulk transfer Laws in connection with the sale laws 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 transfer Lawapplicable jurisdiction.

Bulk Sales. Where permitted under applicable Law, Purchaser Buyer hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection with the sale provisions of the Business to Purchaser and its Affiliates"bulk sales," "bulk transfer" or similar laws of any state. Seller shall hereby agrees to defend, indemnify and forever hold Buyer harmless Purchaser from and its Affiliates against any and all claims that liability (including any claims, suits or demands against Buyer), loss, cost (including reasonable attorney's fees), expense or damage of any kind which Buyer may be asserted by third Persons against Purchaser or its Affiliates suffer as a result of noncompliance by Seller or any provision of its Subsidiaries with any such applicable bulk transfer Lawsales law.

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 sale provisions of the Business to Purchaser and its Affiliates. so-called bulk sales laws of any jurisdiction; provided, however, that Seller shall indemnify will indemnify, defend and hold harmless Purchaser and its Affiliates against in respect of any and all claims that may be asserted Indemnifiable Loss relating to, resulting from or arising out of Seller's failure so to comply with such laws in connection with the transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis Agreement.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with the provisions of the so-called bulk sales Law of any applicable bulk sale jurisdiction; provided, however, that Seller will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable Loss relating to, resulting from or bulk transfer arising out of Seller's failure so to comply with such Laws in connection with the 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 transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis Agreement.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with the provisions of the so-called bulk sales Law of any applicable bulk sale jurisdiction; provided, however, that Seller will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable loss relating to, resulting from or bulk transfer arising out of Seller' failure to comply with such Laws in connection with the 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 transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis agreement.

Bulk Sales. Where permitted under applicable Law, Purchaser Buyer hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection with the sale provisions of the Business to Purchaser Bulk Sales Act and its Affiliatessimilar laws of any state or jurisdiction, if applicable. Seller shall shall, in accordance with Article IX, indemnify and hold Buyer harmless Purchaser from and its Affiliates against any and all claims that may be asserted made against Buyer by third Persons against Purchaser or its Affiliates as a result reason of noncompliance by Seller or any such non-compliance. As set Purchase Agreement KTRB(AM) Page 38 of its Subsidiaries with any such bulk transfer Law.52

Bulk Sales. Where permitted under applicable Law, Purchaser and Seller hereby waives waive compliance by Purchaser and Seller with the bulk sales law and its Subsidiaries with any other similar laws in any applicable bulk sale or bulk transfer Laws jurisdiction in connection with the sale respect of the Business to Purchaser and its Affiliatestransactions contemplated by this Agreement. Seller shall indemnify Purchaser from, and hold it harmless Purchaser against, any liabilities, damages, costs and its Affiliates against any and all claims that may be asserted by third Persons against Purchaser expenses resulting from or its Affiliates as a result arising out of noncompliance by Seller or the parties' failure to comply with any of its Subsidiaries with any such bulk transfer Lawlaws in respect of the transactions contemplated by this Agreement.

Bulk Sales. Where permitted under applicable Law, Purchaser Buyer hereby waives compliance by Seller and its Subsidiaries with the provisions of any applicable bulk sale or bulk transfer Laws sales Law of any jurisdiction in connection with the sale of the Business to Purchaser and its AffiliatesPurchased Assets. 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 Notwithstanding any such bulk transfer waiver, Seller agrees to indemnify Buyer against all Liability, damage or expense which Buyer may suffer due to the failure to so comply or to provide notice required by any such Law.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its the Selling Subsidiaries with any applicable bulk sale or bulk transfer Laws laws of any jurisdiction in connection with the sale of the Business to Purchaser and its AffiliatesPurchaser. Seller shall indemnify and hold harmless Purchaser and its Affiliates against any and all claims liabilities that may be asserted by third Persons parties against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries Selling Subsidiary with any such bulk transfer Lawlaw.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries Sellers with the provisions of the so-called bulk sales Law of any applicable bulk sale jurisdiction; provided, however, that Sellers will indemnify, defend and hold harmless Purchaser in respect of any Indemnifiable Loss relating to, resulting from or bulk transfer arising out of Sellers' failure so to comply with such Laws in connection with the 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 transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis Agreement.

Bulk Sales. Where permitted under applicable Law, Purchaser The Buyer hereby waives compliance by Seller and its Subsidiaries the Sellers with any applicable bulk sale or bulk transfer Laws laws of any jurisdiction in connection with the sale of the Business Purchased Assets to Purchaser and its Affiliatesthe Purchaser. Seller The Sellers shall indemnify and hold harmless Purchaser and its Affiliates the Buyer against any and all claims liabilities that may be asserted by third Persons parties against Purchaser or its Affiliates the Buyer as a result of noncompliance by Seller or any of its Subsidiaries the Sellers with any such bulk transfer Lawlaw.

Bulk Sales. Where permitted under applicable Law, The Purchaser hereby waives compliance by the Seller and its the Selling Subsidiaries with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the sale of the Business to Purchaser and its Affiliatesthe Purchaser. The Seller shall indemnify and hold harmless the Purchaser and its Affiliates against any and all claims Liabilities that may be asserted by third Persons against the Purchaser or its Affiliates as a result of noncompliance by the Seller or any of its Subsidiaries Selling Subsidiary with any such bulk transfer Law.

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 the Sellers with the sale provisions of the Business to Purchaser so-called bulk sales Law of any jurisdiction; provided, however, that the Shareholder and its Affiliates. Seller shall indemnify the Sellers will indemnify, defend, and hold harmless Purchaser and its Affiliates against in respect of any damage, loss, liability, cost, expense or obligation and all claims that may be asserted any claims, demands or suits relating to, resulting from, or arising out of, the Sellers' failure so to comply with such Laws in connection with the transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis 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 sale provisions of the Business to Purchaser so-called bulk sales Law of any jurisdiction; provided, however, that the Shareholders and its Affiliates. Seller shall indemnify will indemnify, defend, and hold harmless Purchaser and its Affiliates against in respect of any and all claims that may be asserted Indemnifiable Loss relating to, resulting from, or arising out of, Seller's failure so to comply with such Laws in connection with the transactions contemplated by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any such bulk transfer Lawthis 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 of any jurisdiction in connection with the sale of the Business and the Assets 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 transfer LawPurchaser.

Bulk Sales. Where permitted under applicable Law, Purchaser Buyer hereby waives compliance by the Seller with the provisions of any applicable state bulk transfer statutes. Seller and its Subsidiaries with any applicable bulk sale or bulk transfer Laws in connection with the sale of the Business Stores hereby, jointly and severally, covenant and agree to Purchaser and its Affiliates. Seller shall indemnify and hold Buyer harmless Purchaser from and its Affiliates against any and all claims that may be of Seller's creditors or others asserted by third Persons against Purchaser or its Affiliates as a result of noncompliance by Seller or any of its Subsidiaries with any Buyer resulting from such bulk transfer Lawnoncompliance.

Bulk Sales. Where permitted under applicable Law, Purchaser hereby waives compliance by Seller and its Subsidiaries with the provisions of the laws of any applicable jurisdiction relating to the bulk sale or bulk transfer Laws in connection with of assets that may be applicable to the sale transfer of the Business to Purchaser Purchased Assets and its Affiliates. Seller shall indemnify and hold harmless Purchaser and its Affiliates against for any and all claims that may be asserted by third Persons against Losses to Purchaser or its Affiliates as a result of resulting from such noncompliance by Seller or any of its Subsidiaries in accordance with any such bulk transfer LawSection 14.2.

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 of any jurisdiction in connection with the 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 transfer Law.

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 of any jurisdiction in connection with the 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 transfer Law.