Compliance with Bulk Sales Law. Subject to the indemnification of Purchaser by Seller hereunder, Purchaser hereby waives compliance by Seller with any applicable bulk sales law and any other similar laws with respect to the transactions contemplated by this Agreement.
Compliance with Bulk Sales Law. 7.01. At the Closing, Seller will deliver to Buyer a sworn list of all existing creditors of the Business.
Compliance with Bulk Sales Law. Buyers and the Seller Parties hereby waive compliance with the bulk sales law in any applicable jurisdiction for the transactions this Agreement provides for.
Compliance with Bulk Sales Law. The sale and purchase of the Assets pursuant to this contract shall be conducted according to and in full compliance with the requirements of the Bulk Transfers Division of the Uniform Commercial Code of the State of California.
Compliance with Bulk Sales Law. Buyer and Seller each waive the --------------------------------- requirement, if any, to publish, record or otherwise prove any notices of this transaction to Seller's creditors or other third parties. The parties have agreed that since the balance of the Purchase Price is payable at the end of the Holding Period that any such notice need not be given as part of this purchase and sale.
Compliance with Bulk Sales Law. Seller shall take any and all action to comply with applicable bulk sales law in connection with the sale of the Assets.
Compliance with Bulk Sales Law. Purchaser and Seller hereby waive compliance by Purchaser and Seller with any applicable bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller hereby agrees to indemnify Purchaser from, and hold it harmless against, any liabilities, damages, costs and expenses resulting from or arising out of (i) the parties’ failure to comply with any of such laws in respect of the transactions contemplated by this Agreement or (ii) any action brought or levy made as a result thereof, other than those liabilities which have been expressly assumed, on such terms as expressly assumed, by Purchaser pursuant to this Agreement.
Compliance with Bulk Sales Law. Seller shall comply with the Bulk Sales Law through the Assets Escrow Holder. The Assets Escrow Holder shall cause a UCC search of the records of the California Secretary of State and the Official Records of Santa Xxxxx County to confirm that, on the Closing Date, no liens or other claims exist against the Assets. The costs and expenses that specifically and directly arise in connection with conducting a UCC search and recording notices to comply with the Bulk Sales Law shall be borne by Buyer.
Compliance with Bulk Sales Law. 7.01. At the Closing, Xxxxxx will deliver to Xxxxx a sworn list of all existing creditors of the Business.
Compliance with Bulk Sales Law. At the time of the Closing Seller shall have complied with and assisted Buyer in complying with any and all applicable state law provisions, including notice to creditor provisions, with respect to bulk transfers of assets. Nothing in this Section 5.7 shall estop or prevent Buyer from asserting as a bar or defense to any action or proceeding brought under any bulk transfer law that such law is not applicable to the sale of Assets contemplated by this Agreement.
