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. 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. 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. 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. 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. 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. 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. Buyer and Seller agree to waive notice and compliance the any bulk sales laws or acts, including but not limited to, Division 6 of the California Uniform Commercial Code. Buyer shall have a right of indemnification against Seller for any unknown or unidentified liabilities, which arose against Seller before the date of this agreement.
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.
7.02. By reason of this list Seller and Xxxxx agree that notice to creditors under the Bulk Sales law of [state] will not be required and need not be given except in respect to any creditors named on this list.
7.03. Any such debt, unless otherwise provided for in this Agreement, is to be paid solely by Seller, and Xxxxxx does indemnify and hold Buyer harmless from any and all loss, expense, damage or liability, including counsel fees, that Buyer may incur or become subject to by reason of noncompliance with the Bulk Sales law.
Compliance with Bulk Sales Law. Seller shall have either (i) duly complied with the provisions of the applicable state Uniform Commercial Code sections dealing with bulk transfers which impose requirements on a transferror, and shall have delivered to Buyer all documents and notices required to be furnished thereunder by a transferror, and copies of any claims made by creditors, or (ii) delivered to Buyer an opinion of counsel, which opinion shall be reasonably satisfactory to Buyer and its counsel, indicating that such compliance is not required in order to complete the transactions provided for in this agreement in accordance with its terms.
