Common use of Bulk Transfer Law Clause in Contracts

Bulk Transfer Law. The parties hereby waive compliance by Seller with the provisions of any applicable “bulk sales law” or “bulk transfer law” of any jurisdiction in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c), Seller shall indemnify the Purchaser Indemnified Parties against, and hold each of them harmless from, any and all Losses incurred or suffered by, or asserted against, them relating to or arising as a result of any such non-compliance.

Appears in 2 contracts

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

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Bulk Transfer Law. The parties hereby waive compliance by Buyer and Seller with the provisions of any applicable bulk sales law” or “bulk transfer law” law and, without limitation of any jurisdiction in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c)other remedy Buyer may have, Seller shall agrees to indemnify the Purchaser and hold harmless Buyer Indemnified Parties against, and hold each of them harmless from, from any and all Losses incurred Loss asserted against any Buyer Indemnified Party or suffered by, which any Buyer Indemnified Party may suffer or asserted against, them relating to or arising as a result incur by virtue of any noncompliance by Buyer or Seller with such non-compliancelaws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Atc Healthcare Inc /De/), Asset Purchase Agreement (Atc Healthcare Inc /De/)

Bulk Transfer Law. The parties Parties hereby waive compliance by Seller with the bulk sales or bulk transfer provisions of any applicable “Uniform Commercial Code or any other bulk sales law” or bulk transfer law” of any jurisdiction in connection with law which may apply to the transactions transition contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c), Seller shall indemnify the Purchaser Indemnified Parties againstindemnify, defend and hold each of them Buyer harmless from, from and against any and all Losses incurred or suffered byliabilities, or asserted againstclaims, them relating demands, damages, losses, costs and expenses (including reasonable attorneys' fees) imposed on Buyer by reason of the failure of the Parties to or arising as a result of any comply with such non-complianceprovisions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Bulk Transfer Law. The parties hereby waive compliance by Seller with the provisions of any applicable “bulk sales law” or “bulk transfer law” of any jurisdiction in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c), Seller shall indemnify and hold harmless the Purchaser Indemnified Parties against, as provided in Section 11.2(a)(ii) from and hold each of them harmless from, against any and all Losses which exist or which are imposed on, incurred or suffered by, by or asserted against, them relating to or arising against the Purchaser Indemnified Parties as a result of any such non-compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nalco Holding CO)

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Bulk Transfer Law. The parties hereby waive compliance by Seller with the provisions of any applicable “bulk sales law” or “bulk transfer law” of any jurisdiction in connection with law that may be applicable to the transactions contemplated by this Agreementhereby. For the avoidance of doubt, pursuant to Section 8.2(c), The Seller and Parent shall jointly and severally indemnify the Purchaser Indemnified Parties against, and hold each of them harmless from, the Buyer Indemnitees from and against any and all Losses Damages which exist or which are imposed on, incurred or suffered by, by or asserted against, them relating to or arising against the Buyer Indemnitees as a result of any such non-compliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Health Care Inc)

Bulk Transfer Law. The parties Parties hereby waive compliance by Seller with the provisions of any applicable “bulk sales law” or “so-called bulk transfer law” law of any jurisdiction jurisdiction, the application of which the parties acknowledge is unlikely in connection with the transactions contemplated by this Agreementsale of the Assets to Buyer. For the avoidance of doubt, pursuant to Section 8.2(c), Seller shall indemnify the Purchaser Indemnified Parties against, and hold each Buyer harmless against any liability, loss, cost or expense whatsoever (including legal fees and disbursements of them harmless from, any and all Losses incurred or suffered by, or Seller) which may be asserted against, them relating to or arising by third parties against Buyer as a result of noncompliance with any such non-compliancebulk transfer law.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Orbit E Commerce Inc)

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