Bulk Transfers Laws Sample Clauses

Bulk Transfers Laws. Buyer hereby waives compliance by Seller with the provisions of any and all laws relating to bulk transfers in connection with the sale of the Purchased Assets. Seller covenants and agrees to indemnify and save harmless Buyer from and against any and all losses, liability, cost and expense (including reasonable attorneys fees) arising out of noncompliance with such bulk transfers laws.
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Bulk Transfers Laws. Purchaser hereby waives compliance by Seller with the provisions of any and all laws relating to bulk transfers in connection with the sale of the Purchased Assets Purchaser and Seller each hereby {P0227089:21 } -68- agree to bear and be responsible for the payment of fifty (50%) percent of the Taxes, if any, payable under laws related to bulk transfers that are or may be imposed by any Governmental Authority and that are payable or arise as a result of the transfer of the Purchased Assets (“Bulk Transfer Taxes”), notwithstanding the party upon which such Bulk Transfer Taxes are actually imposed.
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Bulk Transfers Laws. Pittencrieff and New PCI hereby waive compliance with the provisions of any bulk transfer laws applicable to the Transaction and each System Seller agrees to fully indemnify Pittencrieff and New PCI for any liabilities arising from such laws except with respect to liabilities being specifically assumed by New PCI pursuant to Section 2.3.
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Bulk Transfers Laws. Seller shall comply in all material respects, and provide Buyer all information required to comply, with the provisions of any applicable bulk transfers laws of U.S. jurisdictions in which there exists a material amount of Purchased Assets (including any similar laws relating to any Taxes). Seller shall promptly pay and discharge when due, or contest or litigate all claims of creditors that are asserted against Buyer by reason of Seller's non-compliance with such laws and agrees to indemnify and hold Buyer harmless from and against and shall on demand reimburse Buyer for any and all Losses suffered by Buyer by reason of Seller's failure to pay and discharge any such claims (or Taxes) PROVIDED THAT the foregoing shall not affect in any way Buyer's obligations with respect to the Assumed Liabilities.
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Bulk Transfers Laws. Buyer hereby waives compliance by Sellers with the provisions of any applicable bulk transfers laws of any U.S. jurisdiction (including any similar laws relating to any Taxes). Sellers shall promptly pay and discharge when due, or contest or litigate all claims of creditors that are asserted against Buyer by reason of either Seller's non-compliance with such laws and agrees to indemnify and hold Buyer harmless from and against and shall on demand reimburse Buyer for any and all Losses suffered by Buyer by reason of either Seller's failure to pay and discharge any such claims (or Taxes) provided that the foregoing shall not affect in any way Buyer's obligations with respect to the Assumed Liabilities.
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Bulk Transfers Laws. The Buyer hereby waives compliance by Seller with all applicable bulk sales and transfers laws, subject to Seller's obligations under Section 16 below.
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Bulk Transfers Laws. Purchaser hereby waives compliance by Seller with the provisions of any applicable bulk transfers laws of any U.S. jurisdiction (including Section 1403 of Title 72 of the Pennsylvania Consolidated Statutes and Section 5/902(d) and 120/5j of Chapter 35 of the Illinois Compiled Statutes). Seller shall promptly pay and discharge when due, or contest or litigate all claims of creditors that are asserted against Purchaser by reason of Seller's non-compliance with such laws provided that the foregoing shall not affect in any way Purchaser's obligations with respect to the Assumed Liabilities and agrees to indemnify and hold Purchaser harmless from and against and shall reimburse Purchaser for any and all Losses suffered by Purchaser by reason of Seller's failure to pay and discharge any such claims.
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Bulk Transfers Laws. Transferor warrants and represents that there are no current or past creditors of Transferor to whom any law, rule or regulation requires the delivery of notice or from whom any form of consent is required in conjunction with undertaking the transactions contemplated by this Agreement. Based upon this representation, Transferee hereby waives compliance by Transferor with any applicable bulk sale or bulk transfer laws of any jurisdiction in connection with the sale of the Assets to Transferee hereunder.
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Bulk Transfers Laws. The Buyer and the Seller each hereby waive compliance with the provisions of any and all applicable bulk transfers statutes that may be applicable to the transfer of the Acquired Assets under this Agreement (subject to the indemnity provided for in Sections 7.1 and Section 7.2).
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Related to Bulk Transfers Laws

  • 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.

  • 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.

  • 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 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.

  • Compliance with Data Protection Laws 2.1 bookinglab shall comply with its obligations under the Data Protection Laws as they apply to it as a Data Processor of the Customer Personal Data. 2.2 The Customer shall comply with its obligations under the Data Protection Laws as they apply to it as a Data Controller of the Customer Personal Data.

  • Compliance with Sanctions Laws None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, currently Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

  • COMPLIANCE WITH STATUTES AND REGULATIONS a) Contractor warrants and certifies that in the performance of this Contract, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California and agrees to indemnify the State against any loss, cost, damage or liability by reason of Contractor’s violation of this provision. b) If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA).

  • Compliance with Anti-Corruption Laws Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee thereof nor, to the Company’s knowledge, any agent or representative of the Company or of any of its Controlled Entities or their respective affiliates, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer, director or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws, in each case as amended from time to time, (collectively, the “Anti-Corruption Laws”); and the Company and its Controlled Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the best knowledge of the Company after due and careful inquiry, threatened.

  • 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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