Bulk Transfer Compliance. Inasmuch as the Buyer is to assume the Assumed Liabilities and the Seller is to pay, perform and discharge the Excluded Liabilities, the Buyer and the Seller hereby mutually agree to waive compliance with the provisions of any bulk transfer or sales laws, to the extent applicable to the Transactions.
Bulk Transfer Compliance. Buyer hereby waives compliance with ------------------------ the provisions of any applicable Bulk Sales Act under the Uniform Commercial Code in effect in any jurisdiction (the "Bulk Sales Laws"), to the extent applicable to the transactions contemplated hereby.
Bulk Transfer Compliance. Without affecting the respective rights and obligations of the Parties with respect to the Assumed Liabilities and Excluded Liabilities hereunder, Buyer and Seller hereby mutually agree to waive compliance with the provisions of any bulk transfer or sales laws, to the extent applicable to the Transactions.
Bulk Transfer Compliance. The Purchaser is aware, in connection with ------------------------------- the sale by the Seller of the Acquired Assets, the Seller shall not take any action necessary or appropriate to comply with applicable bulk transfer requirements of the Uniform Commercial Code.
Bulk Transfer Compliance. Buyer hereby waives compliance by the Seller with the provisions of Article 6 of the Uniform Commercial Code as in effect in the State of Missouri (the "Bulk Sales Statutes"). The Seller shall indemnify, defend and hold Buyer harmless from and against any loss, liability, cost, expense or damage resulting from the assertion of a claim made against the Transferred Assets or Buyer by an creditor of the Seller pursuant to the Bulk Sales Statutes, or any other applicable law related to bulk sales.
Bulk Transfer Compliance. The sale and purchase of the Assets described in this Agreement shall be conducted according to and in full compliance with the requirements of the Bulk Transfer Provisions of the California Uniform Commercial Code (Business and Commerce Code Sections 6101 et seq.) (the "Bulk Transfer Provisions"). At the Closing Date, ASCR shall furnish to ZAP, as Exhibit E attached hereto, a list of (I) the names of existing creditors of ASCR, including the amounts owed to such creditors, if known; and (II) the names of all persons who are known to ASCR to assert claims against ASCR, even though such claims are disputed. ASCR shall also furnish ZAP, as Exhibit D attached hereto, a list of the property that is to be transferred sufficient to identify such property. ASCR shall, as necessary, cooperate with ZAP by furnishing the information to ZAP that may be needed by ZAP in order to give notice to creditors pursuant to the provisions of Section 6105 of the Bulk Transfer Provisions.
Bulk Transfer Compliance. Inasmuch as the Seller has agreed to duly pay, perform and discharge the Excluded Liabilities and Obligations, the Purchaser and the Seller hereby mutually agree to waive compliance with the provisions of the Florida Bulk Sales laws and of the corresponding laws of any other jurisdiction, to the extent applicable to the transactions contemplated hereby. The Seller covenants and agrees to indemnify and save harmless the Purchaser from and against any and all loss, liability, cost and expense (including reasonable attorneys' fees) arising out of noncompliance with said Bulk Transfers.
Bulk Transfer Compliance. Seller and Purchaser agree and acknowledge that Nevada has repealed Article 6 of the Nevada Uniform Commercial Code, NRS Section 104.6101, et. seq., relating to Bulk Transfers.
Bulk Transfer Compliance. The Seller shall have filed, recorded and otherwise given notice in compliance with all of the bulk transfer laws applicable to the transfer of the Specified Assets.
Bulk Transfer Compliance. Purchaser hereby waives compliance by Seller with the provisions of the Utah or other applicable "bulk transfer" statutes. Seller hereby indemnifies and agrees to defend and hold Purchaser harmless from and against any liability or obligation to creditors of Seller or to others that may result from failure to comply with the Utah or other applicable "bulk transfer" laws in connection with the purchase and sale of the Assets. SECTION 2 - THE CLOSING 2.1
