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.
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Samples: Asset Purchase Agreement (Entertainment Games, Inc.), Asset Purchase Agreement (Televideo Inc), Asset Purchase Agreement (Network Computing Devices Inc)
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. 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 the 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 4 contracts
Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)
Bulk Sales. Purchaser The Seller and the Buyer hereby waives waive compliance by Seller the parties hereto with the provisions of the applicable bulk sales laws of any jurisdictionlaw (to the extent compliance therewith is required), if applicable, provided that and the Seller agrees covenants to indemnify Purchaser for pay and discharge when due all claims of creditors which are asserted against the Buyer by reason of Seller with respect such noncompliance to the extent such liabilities are not expressly assumed by Purchaser pursuant to this Agreementotherwise Assumed Liabilities.
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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.
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Bulk Sales. Purchaser The parties hereby waives waive compliance with any applicable law governing bulk sales. Buyer agrees to indemnify, defend and hold harmless Seller from and against all loss, cost or expenses, resulting from the assertion of claims made against the Assets sold hereunder or against Seller by creditors under any bulk sales law with respect to liabilities and obligations of Seller assumed by Buyer hereunder, such indemnity to be in accordance 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 AgreementArticle VII hereof.
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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.
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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 Buyers harmless from and against all claims asserted against the Purchased Assets or the Buyers 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 AgreementBuyers hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)
Bulk Sales. Purchaser hereby waives Buyer, on the one hand, and Seller, on the other hand, each agree to waive compliance by Seller the other with the provisions of the bulk sales laws law of any jurisdictionjurisdiction in connection with the transactions contemplated hereby. Seller hereby does indemnify and hold Buyer harmless from and against, if applicableand shall pay and reimburse Buyer for, provided that Seller agrees to indemnify Purchaser for any cost, expense (including reasonable attorneys' fees) or liability resulting from the claims of creditors of Seller with respect to liabilities not expressly assumed by Purchaser pursuant to this Agreementsuch bulk sales laws. This Section 21.7 shall survive the Closing indefinitely.
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