Compliance with Bulk Sales Laws. Purchaser and Seller hereby waive compliance by Purchaser and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller shall 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.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Kintera Inc), Asset Purchase Agreement (Kintera Inc), Assets Purchase Agreement (Minnesota Mining & Manufacturing Co)
Compliance with Bulk Sales Laws. Purchaser Buyer and Seller hereby waive ------------------------------- compliance by Purchaser Buyer and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller shall indemnify Purchaser Buyer 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 Buyer pursuant to this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Illumina Inc), Asset Purchase Agreement (Illumina Inc)
Compliance with Bulk Sales Laws. Purchaser The Buying Parties and Seller hereby waive compliance by Purchaser the Buying Parties and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller shall indemnify Purchaser the Buying Parties from, and hold it them 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 the Buying Parties pursuant to this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Coast Dental Services Inc), Asset Purchase Agreement (Coast Dental Services Inc)
Compliance with Bulk Sales Laws. The Purchaser and Seller the Sellers hereby waive compliance by the Purchaser and Seller the Sellers with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller The Sellers shall indemnify the 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 the Purchaser pursuant to this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Zenith National Insurance Corp), Asset Purchase Agreement (Riscorp Inc)
Compliance with Bulk Sales Laws. Purchaser The Seller and Seller the Buyer hereby waive compliance by Purchaser the Seller and Seller the Buyer with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Seller shall indemnify Purchaser the Buyer 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 Buyer pursuant to this Agreement.
Appears in 1 contract
Compliance with Bulk Sales Laws. Purchaser and Seller hereby waive compliance by Purchaser and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Amended Agreement. Seller shall 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 Amended 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 Amended Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Equalnet Communications Corp)
Compliance with Bulk Sales Laws. Purchaser and Seller Sellers hereby waive compliance by 33 Purchaser and Seller Sellers with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller Sellers and Maxco shall 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Maxco Inc)
Compliance with Bulk Sales Laws. Purchaser and Seller hereby waive compliance by Purchaser and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Subject to the limitations set forth in Section 8.5 and except for any of the Assumed Obligations the Seller shall indemnify Purchaser from, and hold it Purchaser harmless against, any liabilities, damages, 42 52 costs and expenses expense resulting from or arising out of (ia) the parties' parties failure to comply with any of such laws in respect of the transactions contemplated by this Agreement, or Agreement and (iib) 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthcare Recoveries Inc)
Compliance with Bulk Sales Laws. Purchaser and Seller hereby waive compliance by Purchaser and Seller with the bulk sales law and any other similar laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. Seller and AEGI shall 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.
Appears in 1 contract