Bulk Transfers; Bulk Sales Laws Sample Clauses

Bulk Transfers; Bulk Sales Laws. Prior to and after the Closing, Seller shall cooperate with Buyer to comply with all applicable provisions of state tax laws that in the absence of such compliance would hold Buyer liable for unpaid Taxes of Seller. Within 180 days of the Closing or at such time as required by applicable Requirements of Law, Seller shall deliver to Buyer tax clearance certificates for all such Taxes. Notwithstanding anything to the contrary in Section 11.1 or elsewhere in this Agreement, Seller shall indemnify and hold Buyer harmless against any and all Losses incurred by Buyer or any of its Affiliates as a result of any failure by Seller to comply with any “bulk sales,” “bulk transfer” or similar laws in connection with this Agreement or the transactions contemplated hereby.
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Bulk Transfers; Bulk Sales Laws. Prior to and after the Closing, Seller shall cooperate with Buyer to comply with all applicable provisions of state tax laws that in the absence of such compliance would hold Buyer liable for unpaid Taxes of Seller. Within 180 days of the Closing, Seller will deliver to Buyer tax clearance certificates for all such Taxes.

Related to Bulk Transfers; Bulk Sales Laws

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Bulk Transfer Laws The transfer, assignment and conveyance of the Contracts and the Contract Files by Seller pursuant to the Transfer and Sale Agreement and by Trust Depositor pursuant to the Sale and Servicing Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Bulk Sales Law Buyer hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Business Assets to Buyer.

  • Bulk Transfer The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Bulk Sales Compliance Purchaser and Seller hereby waive compliance with any applicable bulk sale laws in connection with the transaction contemplated hereby, and Seller shall hold Purchaser harmless from Seller's failure to have complied with any applicable bulk sales laws.

  • Compliance with all Applicable Laws and Regulations Grantee must comply with all applicable federal, state and local laws, rules, regulations, and ordinances in administering CRF under this Agreement. Grantee acknowledges that this requirement includes, but is not limited to, compliance with all applicable federal, state, and local health and safety rules and regulations. Grantee’s failure to comply with any part of this provision is material and must be grounds for termination of this Agreement for cause by Florida Housing.

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