Common use of Bulk Transfer Laws Clause in Contracts

Bulk Transfer Laws. The parties waive compliance with the requirements of the bulk transfer or bulk sales law of any jurisdiction in connection with the sale of the Assets to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as a result of noncompliance with any such laws.

Bulk Transfer Laws. The parties waive Buyer hereby waives compliance by the Seller Parties or their Affiliates with the requirements provisions of the any so-called bulk sales or bulk transfer or bulk sales law Law of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser under this Agreement. Sellers shall the Buyer hereunder; provided, however, that, the Seller Parties will be liable and indemnify and hold Purchaser harmless against the Buyer for any and all losses incurred by Purchaser as a result of noncompliance liability arising from the Seller Parties’ non-compliance with any such lawsLaw.

Bulk Transfer Laws. The parties waive Buyer hereby waives compliance by Seller or Option Party with the requirements provisions of the any so-called bulk sales or bulk transfer or bulk sales law of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as a result of noncompliance with any such lawsBuyer.

Bulk Transfer Laws. The parties waive Buyer hereby waives compliance by the Seller Parties with the requirements provisions of the any so-called “bulk transfer or bulk sales law laws” of any jurisdiction in connection with the sale of the Transferred Assets to Purchaser under this Agreement. Sellers the Buyer Parties, it being understood that the Seller Parties shall indemnify and hold Purchaser harmless against remain fully liable for any and all losses Excluded Taxes incurred by Purchaser any Buyer Party as a result of noncompliance the parties’ non-compliance with any such lawsapplicable bulk sales, bulk transfer or similar Laws.

Bulk Transfer Laws. The parties Buyer and Seller, on behalf of themselves and their respective Affiliates, hereby waive compliance by the other Parties (and the other Parties’ Affiliates) with the requirements provisions of the any bulk transfer or bulk sales law laws of any jurisdiction in connection with the sale of the Assets to Purchaser under transactions contemplated by this Agreement. Sellers shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as a result of noncompliance with any such laws.

Bulk Transfer Laws. The parties hereto waive compliance in all respect with the requirements of the all applicable bulk transfer or bulk sales law of any jurisdiction laws, if any. As set forth in connection with the sale of the Assets Section VII hereof, Sellers and Seller Affiliates jointly and severally hereby agree to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser Purchasers harmless against of and from any loss, cost, and all losses expense of whatsoever type or nature whenever or however incurred by Purchaser as a result of noncompliance with any such lawsSellers or Seller Affiliates not paying Sellers’ or Seller Affiliates’ creditors.

Bulk Transfer Laws. The parties hereby waive compliance with the requirements provisions of the any so-called bulk transfer or bulk sales law of in any jurisdiction jurisdictioon in connection with the sale of the Assets to Purchaser under this Agreementtransactions contemplated hereby. Sellers The Seller shall indemnify and hold harmless the Purchaser harmless and its Affiliates for and against all Losses, including Losses attributable to any and all losses Taxes, which may be incurred by Purchaser as a result reason of noncompliance with any such lawswaiver.

Bulk Transfer Laws. The parties Buying Parties and Sellers hereby waive compliance with the requirements of the any bulk transfer or bulk sales law of any jurisdiction in connection with Laws applicable to the sale of the Assets to Purchaser under transactions contemplated by this Agreement. The Buying Parties and Sellers shall indemnify and hold Purchaser harmless against cooperate in securing any and all losses incurred by Purchaser as a result of noncompliance with available exemptions from any such lawsprovisions in the United States.

Bulk Transfer Laws. The parties waive Each of Seller and Buyer hereby waives compliance by the other Party with the requirements of the any applicable bulk sale or bulk transfer or bulk sales law Laws of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser harmless against Buyer (other than any and all losses incurred by Purchaser as a result obligations of noncompliance Seller with any such lawsrespect to the application of the proceeds therefrom).

Bulk Transfer Laws. The parties waive Purchaser hereby waives compliance by Sellers with the requirements and provisions of the any “bulk transfer or bulk sales law transfer” Laws applicable to trade creditors of any jurisdiction in connection that may otherwise be applicable with respect to the sale of any or all of the Business, the Products or the Purchased Assets to Purchaser under this AgreementPurchaser. Sellers Each Party acknowledges and agrees that the foregoing waiver shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser not limit either Party’s indemnity obligations in respect of Taxes, as a result of noncompliance with any such lawsprovided in Article VIII.

Bulk Transfer Laws. The parties Purchaser Parties hereby waive compliance by the Seller Entities with the requirements provisions of the any so-called “bulk transfer or bulk sales law laws” of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser under this Agreement. Sellers Purchaser; provided that any Liability for any failure to comply with such laws shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as constitute a result of noncompliance with any such lawsRetained Liability hereunder.

Bulk Transfer Laws. The parties hereto waive compliance in all respect with the requirements of the any applicable bulk transfer or bulk sales law of any jurisdiction laws. As set forth in connection with the sale of the Assets Section X hereof, Seller hereby agrees to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser harmless against of and from any loss, cost, and all losses expense of whatsoever type or nature whenever or however incurred by Purchaser as a result of noncompliance with any such lawsSeller not paying Seller's creditors.

Bulk Transfer Laws. The parties waive compliance with Without admitting the requirements applicability of the bulk transfer Laws of any jurisdiction, each of Seller and Purchaser hereby waives compliance by the other party with any applicable bulk sale or bulk sales law transfer Laws of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser harmless against (other than any and all losses incurred by Purchaser as a result obligations of noncompliance Seller with any such lawsrespect to the application of the proceeds therefrom).

Bulk Transfer Laws. The parties hereby waive compliance with the requirements provisions of the any so-called “bulk transfer or bulk sales law transfer” Law of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser under this Agreementthe Purchaser. In accordance with the terms of Section 6.2, the Sellers shall agree to indemnify and hold harmless the Purchaser harmless from and against any and all losses incurred Losses (as defined in Section 6.2) that may be asserted by third parties against the Purchaser as a result of noncompliance with any such lawsbulk transfer Law.

Bulk Transfer Laws. The parties Parties hereto waive compliance in all respect with the requirements of the all applicable bulk transfer or bulk sales law of any jurisdiction laws, if any. As set forth in connection with the sale of the Assets Section VII hereof, Sellers jointly and severally hereby agree to Purchaser under this Agreement. Sellers shall indemnify and hold Purchaser and Purchaser’s Parent harmless against of and from any loss, cost, and all losses expense of whatsoever type or nature whenever or however incurred by Purchaser as a result of noncompliance with any such lawsSellers not paying Sellers’ creditors.

Bulk Transfer Laws. The Each of the parties waive hereto hereby waives compliance by the Seller with the requirements provisions of the any so-called "bulk transfer or bulk sales law law" of any jurisdiction in connection with the sale of the Assets Assets. Seller hereby agrees to Purchaser under this Agreement. Sellers shall indemnify and hold harmless the Purchaser harmless against any and all losses incurred liabilities, including costs and expenses, that may be asserted by third parties against the Purchaser as a result of noncompliance any non-compliance by the Seller with any such lawsbulk transfer laws other than the Assumed Liabilities.

Bulk Transfer Laws. The parties hereby waive compliance by Seller with the requirements provisions of the any so-called "bulk sales law" or "bulk transfer or bulk sales law law" of any jurisdiction in connection with the sale of the Assets to Purchaser under transactions contemplated by this Agreement. Sellers Seller shall indemnify and hold Purchaser harmless Buyer Indemnitees from and against any and all losses incurred by Purchaser Losses that may be asserted against Buyer Indemnitees as a result of noncompliance with any such lawsnon-compliance.

Bulk Transfer Laws. The parties Buyer Parties hereby waive compliance by the Seller and its Affiliates with the requirements provision of the any bulk sales, bulk transfer or bulk sales law other similar Laws of any jurisdiction in connection with the sale of the Assets to Purchaser under transactions contemplated by this Agreement. Sellers shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as a result of noncompliance with any such laws.

Bulk Transfer Laws. The parties Parties hereby waive compliance with the requirements provisions of the any bulk sales, bulk transfer or bulk sales law similar Laws of any jurisdiction in connection that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser under this Agreement. Sellers the Buyer, and Seller shall indemnify and hold Purchaser harmless against any and all losses incurred by Purchaser as a result of noncompliance the Buyer Indemnified Parties with any such lawsrespect thereto.