Compliance with Uniform Commercial Code - Bulk Transfers Sample Clauses

Compliance with Uniform Commercial Code - Bulk Transfers. Seller and Buyer acknowledge and agree that the purchase and sale of the Assets may be subject to Chapter 6 of the Uniform Commercial Code enacted in the State of California regarding bulk transfer. In that regard, Seller hereby agrees to indemnify, defend and hold harmless Buyer, and Buyer's directors, officers and agents from and against any and all demands, claims, actions or causes of actions, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by Buyer, its directors, officers and agents, as the case may be, directly or indirectly, in whole or in part, resulting from any alleged noncompliance of such former provisions by Seller.
Sample 1
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Compliance with Uniform Commercial Code - Bulk Transfers. Exhibits A - Forms of Promissory Notes B - Forms of Employment and Non-Competition Agreements C - Form of Non-Competition Agreement D - Form of Bill xx Sale ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT ("Agreement"), dated as of March 26, 1997, by and between HANGER PROSTHETICS & ORTHOTICS, INC., a Delaware corporation with executive offices at 7700 Xxx Xxxxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000 (including its affiliates and subsequent transferees, hereinafter referred to as "Buyer"); ACOR ORTHOPAEDIC INC., an Ohio corporation with executive offices at 18530 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxx 00000 (xereinafter referred to as "Seller"); and JEFF XXXXXX, xn individual residing at 6348 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000, XREG XXXXXX, xx individual residing at 861 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, Ohio 44040, and MEAD XXAIXX, xn individual residing at 4559 Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxx 00000 (xereinafter collectively referred to as the "Shareholders").
Sample 1
Compliance with Uniform Commercial Code - Bulk Transfers. Seller and Buyer acknowledge and agree that the purchase and sale of the Assets may be subject to Chapter 6 of the Uniform Commercial Code enacted in the State of Hawaii regarding bulk transfers. In that regard, Seller hereby agrees to indemnify, defend and hold harmless Buyer, and Buyer's directors, officers and agents from and against any and all demands, claims, actions or causes of actions, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by Buyer, its directors, officers and agents, as the case may be, directly or indirectly, in whole or in part, resulting from any alleged noncompliance of such former provisions by Seller.
Sample 1
Compliance with Uniform Commercial Code - Bulk Transfers. Seller and Buyer acknowledge and agree that the purchase and sale of the Assets may be subject to Chapter 6 of the Uniform Commercial Code enacted in the State of Arizona regarding bulk transfer. In that regard, Seller and Owner hereby agree to indemnify, defend and hold harmless Buyer, and Buyer's directors, officers and agents from and against any and all demands, claims, actions or causes of actions, assessments, losses, damages, liabilities, costs and expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by Buyer, its directors, officers and agents, as the case may be, directly or indirectly, in whole or in part, resulting from any alleged noncompliance of such former provisions by Seller.
Sample 1

Related to Compliance with Uniform Commercial Code - Bulk Transfers

  • 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.

  • Uniform Commercial Code Terms All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “Uniform Commercial Code”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper” (and “electronic chattel paper” and “tangible chattel paper”), “commercial tort claims”, “deposit accounts”, “documents”, “equipment”, “financial asset”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “payment intangibles”, “proceeds”, “promissory note” “securities”, “software” and “supporting obligations” as and when used in the description of Collateral shall have the meanings given to such terms in Articles 8 or 9 of the Uniform Commercial Code. To the extent the definition of any category or type of collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

  • Uniform Commercial Code The Uniform Commercial Code (Florida Statutes, Chapter 672) shall prevail as the basis for contractual obligations between the Contractor and the County for any terms and conditions not specifically stated in this Invitation for Bids.

  • COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

  • Security Agreement under Uniform Commercial Code It is the intention of the parties hereto that this Mortgage shall constitute a Security Agreement within the meaning of Article 9 of the Uniform Commercial Code of the State of New York. Notwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records normally pertaining to personal property, all of the Mortgaged Property, for all purposes and in all proceedings, legal or equitable, shall be regarded, at Mortgagees' option (to the extent permitted by law) as part of the Real Estate whether or not any such item is physically attached to the Real Estate or serial numbers are used for the better identification of certain items. The mention in any such financing statement of any of the Mortgaged Property shall never be construed as in any way derogating from or impairing this declaration and it is the hereby stated intention of the parties that such mention in protection of Mortgagee in the event any court shall at any time hold that notice of Mortgagee's priority of interest, to be effective against any third party, including the federal government and any authority or agency thereof, must be filed in the Uniform Commercial Code records. Mortgagor and Borrower hereby agree that each shall execute and hereby authorizes Mortgagee to file any financing and continuation statements which Mortgagee shall determine in its sole discretion are necessary or advisable in order to perfect it security interest in the Equipment and Personalty covered by this Mortgage, and Borrower shall pay any expenses incurred by Mortgagee in connection with the preparation, execution and filing of such statements that may be filed by Mortgagee, or, if paid by Mortgagee, such amounts, together with interest at the Default Rate, shall be added to the Indebtedness, payable on demand, and shall be secured by this Mortgage.

  • Uniform Commercial Code Security Agreement (a) This Instrument is also a security agreement under the Uniform Commercial Code for any of the Mortgaged Property which, under applicable law, may be subjected to a security interest under the Uniform Commercial Code, whether such Mortgaged Property is owned now or acquired in the future, and all products and cash and non-cash proceeds thereof (collectively, "UCC Collateral"), and Borrower hereby grants to Lender a security interest in the UCC Collateral. Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may require to perfect or continue the perfection of this security interest and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender may require. Without the prior written consent of Lender, Borrower shall not create or permit to exist any other lien or security interest in any of the UCC Collateral. (b) Unless Borrower gives Notice to Lender within 30 days after the occurrence of any of the following, and executes and delivers to Lender modifications or supplements of this Instrument (and any financing statement which may be filed in connection with this Instrument) as Lender may require, Borrower shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Mortgaged Property is stored, held or located. (c) If an Event of Default has occurred and is continuing, Lender shall have the remedies of a secured party under the Uniform Commercial Code, in addition to all remedies provided by this Instrument or existing under applicable law. In exercising any remedies, Lender may exercise its remedies against the UCC Collateral separately or together, and in any order, without in any way affecting the availability of Lender's other remedies. (d) This Instrument constitutes a financing statement with respect to any part of the Mortgaged Property that is or may become a Fixture, if permitted by applicable law.

  • 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.

  • 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.

  • Compliance with Statutes Rules and Regulations

  • 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.

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