Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewith.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Vanda Pharmaceuticals Inc.), Asset Purchase Agreement (Assertio Therapeutics, Inc), Asset Purchase Agreement (Collegium Pharmaceutical, Inc)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Corporations have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 5 contracts
Samples: Stock and Asset Purchase Agreement (Cadbury Schweppes Public LTD Co), Stock and Asset Purchase Agreement (Advanced Medical Optics Inc), Stock and Asset Purchase Agreement (Pfizer Inc)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its the Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Buyer hereby waives compliance therewithby Seller and the Selling Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cooper Companies Inc), Asset Purchase Agreement (Biomet Inc), Asset Purchase Agreement (LVB Acquisition, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewith. Seller acknowledges that Purchaser and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewith.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cornerstone Therapeutics Inc), Asset Purchase Agreement (Cornerstone Therapeutics Inc)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Intersil Corp/De), Asset Purchase Agreement (Gsi Technology Inc), Asset Purchase Agreement (Fairchild Semiconductor International Inc)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller Parent and its Affiliates the other Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithLaws.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Bucyrus International Inc), Asset and Stock Purchase Agreement (Terex Corp)
Bulk Transfer Laws. Purchaser hereby acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws laws or governmental regulations, and Purchaser hereby waives compliance therewithby Seller and its Affiliates with any applicable bulk sale or bulk transfer laws or similar laws or governmental regulations of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser (other than any obligations with respect to the application of the proceeds herefrom).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (PTC Inc.)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Entities have not taken, and do not intend to take, any action that may be required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewithLaws. Purchaser shall not withhold any portion of the Aggregate Purchase Price based on such non-compliance. The foregoing shall not limit (a) any representations or warranties of Seller in this Agreement or (b) except as provided in this Section 5.9, Purchaser’s right to withhold any amount pursuant to Section 2.12 of this Agreement.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (TE Connectivity Ltd.), Stock and Asset Purchase Agreement (CommScope Holding Company, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its applicable Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Purchaser hereby waives compliance therewithby Seller and its applicable Affiliates with, and agrees it will not voluntarily initiate discussions (or file any notification or similar document) with any taxing authority regarding, the provisions of any bulk sale or bulk transfer Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Pseg Power LLC), Equity Purchase Agreement (Pseg Power LLC)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have has not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby Purchaser waives Seller’s compliance therewithwith such Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nortech Systems Inc), Asset Purchase Agreement (Winland Electronics Inc)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws laws. Seller shall indemnify and hereby waives compliance therewithhold Purchaser harmless, pursuant to Section 8.2, against and in respect of any Losses arising from applicable bulk sale or bulk transfer laws or similar laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intersil Corp/De), Asset Purchase Agreement (Globespanvirata Inc)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 1 contract
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have Purchaser will not taken, and do not intend to take, make any action required to comply with any applicable bulk sale or bulk transfer filings under the provisions of any Laws or similar (including Tax Laws) with respect to bulk transfers of any jurisdiction in connection with the transactions contemplated by this Agreement and the Transaction Agreements, waives any requirement of compliance with such Laws and hereby waives compliance therewithagrees that, notwithstanding any other provision of this Agreement, such action does not constitute a misrepresentation or breach of any representation, warranty or covenant of Seller contained in this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable so-called “bulk sale sale” or “bulk transfer transfer” Laws or similar Laws, and Buyer hereby waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Affiliates with the provisions of any such Laws and hereby waives compliance therewithof any jurisdiction in connection with any transfer of the Plastics Assets.
Appears in 1 contract
Bulk Transfer Laws. Purchaser acknowledges that Seller and its applicable Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction in connection with the transactions contemplated by this Agreement. Purchaser hereby waives compliance therewithby Seller and its applicable Affiliates with the provisions of any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (CURO Group Holdings Corp.)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its Affiliates have has not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 1 contract
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws Laws. Each of Purchaser and Seller hereby waives compliance therewithwith the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the Transactions, and Seller shall indemnify and hold harmless Purchaser and its Affiliates for any losses arising out of any such non-compliance.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vivus Inc)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws transfers laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 1 contract
Samples: Acquisition Agreement (Tekelec)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws laws and hereby waives compliance therewith.
Appears in 1 contract
Samples: Asset Purchase Agreement (Prestige Brands Holdings, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Corporations have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewithLaws.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Videsh Sanchar Nigam LTD)
Bulk Transfer Laws. Purchaser acknowledges that Seller Sellers and its their Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws laws and hereby waives compliance therewith.
Appears in 1 contract
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its applicable Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Buyer hereby waives compliance therewithby Seller and its applicable Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement, and acknowledges that Liability for failure to comply with any such bulk sale or bulk transfer Laws may be imposed upon Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Coherus BioSciences, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that Seller the Company Subsidiaries and its Affiliates Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and Purchaser hereby waives compliance therewithby the Company Subsidiaries and Sellers and their respective Affiliates with any bulk sale or bulk transfer Laws or similar Laws that may be applicable to the transactions contemplated hereby.
Appears in 1 contract
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable bulk sale or of bulk transfer Laws or similar Laws Laws. Seller and hereby waives compliance therewiththe Shareholder agree to indemnify and hold Buyer and Parent harmless from and against any and all Liabilities incurred that arise out of or result from the failure of Seller or the Shareholder or Buyer to comply with or perform any actions in connection with the provisions of any such Law in jurisdictions applicable to the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Allied Defense Group Inc)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its applicable Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Purchaser hereby waives compliance therewithby Seller and its applicable Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Purchaser acknowledges Purchasers acknowledge that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws laws and hereby waives compliance therewith.
Appears in 1 contract
Samples: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Entities have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws Laws. Seller agrees to indemnify and hereby waives compliance therewithhold harmless Purchaser from and against any and all Liabilities incurred that arise out of or result from the failure of Seller and Purchaser to comply with or perform any actions in connection with the provisions of any such Law.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Tyco Electronics Ltd.)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its Affiliates the Asset Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Buyer hereby waives compliance therewithby the Asset Sellers with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates Subsidiaries have not taken, and do not intend to take, any action required to comply with any applicable so-called “bulk sale sale” or “bulk transfer transfer” Laws or similar Laws, and Purchaser waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Subsidiaries with the provisions of any such Laws and hereby waives compliance therewithof any jurisdiction in connection with the sale of the Purchased Assets.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (PERRIGO Co PLC)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller the Company and its Affiliates the Selling Companies have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws that may be applicable, and hereby Buyer waives the Company’s and the Selling Companies’ compliance therewithwith such Laws.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Integra Lifesciences Holdings Corp)
Bulk Transfer Laws. Purchaser Buyer acknowledges that Seller and its the Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and of any jurisdiction. Buyer hereby waives compliance therewithby Seller and the Selling Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the Transactions.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Cardinal Health Inc)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Entities have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws Laws. Except as otherwise contemplated by Section 2.12, Purchaser shall not withhold any portion of the Aggregate Purchase Price based on such non-compliance in and hereby waives compliance therewithof itself. The foregoing shall not limit any representations or warranties of Seller or any of its Affiliates in this Agreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Littelfuse Inc /De)
Bulk Transfer Laws. Purchaser acknowledges that neither Seller and nor its Affiliates have not has taken, and do does not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws Laws, and hereby Purchaser waives compliance by Seller and its Affiliates therewith.. SECTION 6.21
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Emergent BioSolutions Inc.)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates -------------------- Corporations have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Energizer Holdings Inc)
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates the Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws laws or similar Laws and hereby waives compliance therewithlaws. Sellers agree to indemnify Purchaser for any loss resulting from Sellers’ failure to comply with any applicable bulk sale or bulk transfer laws or similar laws.
Appears in 1 contract
Bulk Transfer Laws. Purchaser acknowledges that Seller and its Affiliates have has not taken, and do does not intend to take, any action required to comply with any applicable so-called “bulk sale sale” or “bulk transfer transfer” Laws or similar Laws, and Purchaser hereby waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Affiliates with the provisions of any such Laws and hereby waives compliance therewithof any jurisdiction in connection with the sale of the Purchased Assets.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Agios Pharmaceuticals, Inc.)
Bulk Transfer Laws. Purchaser acknowledges that the Seller and its Affiliates Entities have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and hereby waives compliance therewithLaws.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)
Bulk Transfer Laws. Purchaser acknowledges that Seller the Company, the Company Subsidiaries and its Affiliates Sellers have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws and Purchaser hereby waives compliance therewithby the Company, the Company Subsidiaries and Sellers and their respective Affiliates with any bulk sale or bulk transfer Laws or similar Laws that may be applicable to the transactions contemplated hereby.
Appears in 1 contract