Bulk Transfer Law. The parties hereby waive compliance by Buyer and Seller with the provisions of any applicable bulk sales law and, without limitation of any other remedy Buyer may have, Seller agrees to indemnify and hold harmless Buyer Indemnified Parties from any Loss asserted against any Buyer Indemnified Party or which any Buyer Indemnified Party may suffer or incur by virtue of any noncompliance by Buyer or Seller with such laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atc Healthcare Inc /De/), Asset Purchase Agreement (Atc Healthcare Inc /De/)
Bulk Transfer Law. The parties hereby waive compliance by Buyer and Seller with the provisions of any applicable “bulk sales law and, without limitation law” or “bulk transfer law” of any other remedy Buyer may havejurisdiction in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c), Seller agrees to shall indemnify the Purchaser Indemnified Parties against, and hold each of them harmless Buyer Indemnified Parties from from, any Loss and all Losses incurred or suffered by, or asserted against any Buyer Indemnified Party against, them relating to or which any Buyer Indemnified Party may suffer or incur by virtue arising as a result of any noncompliance by Buyer or Seller with such lawsnon-compliance.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)
Bulk Transfer Law. The parties Parties hereby waive compliance by Buyer and Seller with the bulk sales or bulk transfer provisions of any applicable Uniform Commercial Code or any other bulk sales or bulk transfer law andwhich may apply to the transition contemplated by this Agreement. Seller shall indemnify, without limitation of any other remedy Buyer may have, Seller agrees to indemnify defend and hold Buyer harmless Buyer Indemnified Parties from any Loss asserted and against any and all liabilities, claims, demands, damages, losses, costs and expenses (including reasonable attorneys' fees) imposed on Buyer Indemnified Party or which any Buyer Indemnified Party may suffer or incur by virtue reason of any noncompliance by Buyer or Seller the failure of the Parties to comply with such lawsprovisions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenman Technologies Inc)
Bulk Transfer Law. The parties Parties hereby waive compliance by Buyer and Seller with the provisions of any applicable so-called bulk sales transfer law and, without limitation of any other remedy Buyer may havejurisdiction, the application of which the parties acknowledge is unlikely in connection with the sale of the Assets to Buyer. Seller agrees to shall indemnify and hold Buyer harmless Buyer Indemnified Parties from any Loss asserted against any liability, loss, cost or expense whatsoever (including legal fees and disbursements of Seller) which may be asserted by third parties against Buyer Indemnified Party or which as a result of noncompliance with any Buyer Indemnified Party may suffer or incur by virtue of any noncompliance by Buyer or Seller with such lawsbulk transfer law.
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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 and, without limitation law” or “bulk transfer law” of any other remedy Buyer may have, jurisdiction in connection with the transactions contemplated by this Agreement. Seller agrees to shall indemnify and hold harmless Buyer the Purchaser Indemnified Parties as provided in Section 11.2(a)(ii) from and against any Loss and all Losses which exist or which are imposed on, incurred by or asserted against any Buyer the Purchaser Indemnified Party or which any Buyer Indemnified Party may suffer or incur by virtue Parties as a result of any noncompliance by Buyer or Seller with such lawsnon-compliance.
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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 and, without limitation of any other remedy Buyer that may have, be applicable to the transactions contemplated hereby. The Seller agrees to and Parent shall jointly and severally indemnify and hold harmless the Buyer Indemnified Parties Indemnitees from and against any Loss and all Damages which exist or which are imposed on, incurred by or asserted against any the Buyer Indemnified Party or which any Buyer Indemnified Party may suffer or incur by virtue Indemnitees as a result of any noncompliance by Buyer or Seller with such lawsnon-compliance.
Appears in 1 contract
Samples: Asset Purchase Agreement (New York Health Care Inc)