Sales Law. Buyer hereby waives compliance with the provisions of any applicable bulk sales law and Seller agrees to hold Buyer harmless from all claims made by creditors with respect to non-compliance with any bulk sales law, if any. Applicable Law; Jurisdiction . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.9, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over such party, (e) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.2 and (f) irrevocably and unconditionally waives the right to trial by jury. The parties further agree that all actions against Buyer Guarantor, as guarantor to Buyer, to enforce a final judgment obtained under this Section 10.9 may be resolved by, in addition to the courts named above, the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court”); an action for interim measures to enforce a final judgment, including protective measures, available under Dutch law may be brought in the Netherlands Commercial Court's Court in Summary Proceedings (“CSP”) in proceedings in English; and any appeals from or against judgments issued by the Netherlands Commercial Court or CSP will be submitted to the Amsterdam Court of Appeal’s Chamber for International Commercial Matters Other Remedies; Specific Performance . Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulativ...
Sales Law. Purchaser acknowledges that the Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction. Purchaser hereby waives compliance by the Seller and its Affiliates with the provisions of all applicable so called “bulk sales” or “bulk transfer” laws in connection with the transactions contemplated by this Agreement.
Sales Law. Seller is not required to comply with any applicable "bulk sales" law or regulation relating to transfers governed by Article 6 of the Uniform Commercial Code or any other applicable laws or regulations relating to bulk transfers (other than Tax laws) in connection with the consummation of the transactions contemplated hereby.
Sales Law. The Seller shall indemnify Ventures from any liability or -------------- claim arising out of noncompliance with the provisions of any applicable bulk sales law in connection with the transactions contemplated in this Agreement, which indemnity shall survive the Closing.
Sales Law. If applicable, the Bulk Sales law of the State of North Carolina shall be complied with by Seller. Any loss, liability, obligation, or cost suffered by Seller or Buyer as the result of the failure of Seller or Buyer to comply with the provisions of any bulk sales law applicable to the transfer of the Assets as contemplated by this Agreement shall be borne by Seller.
Sales Law. Buyer hereby waives compliance by Seller with the requirements of any applicable laws relating to bulk sales and transfers and Seller hereby agrees to indemnify Buyer and hold Buyer harmless from any and all claims, liabilities or costs arising with respect thereto, including reasonable attorneys' fees.
Sales Law. No action is required by either party with respect to any bulk sales or bulk transfer laws. In the event that any such law is deemed to apply to the sale of the Assets and the VCW Business by Seller, by execution of this Agreement Seller agrees that it shall be solely liable and Seller hereby waives any and all obligations and requirements imposed upon Buyer under such laws.
Sales Law. The Sellers shall indemnify the Purchaser for lack of compliance with any bulk sales law that may be applicable to the transactions contemplated hereby under Article 6 of the Uniform Commercial Code. Each Party shall cooperate with the other Party in connection with the obligations of such Party to file any bulk sales notification under the Tax Law of any applicable state.
Sales Law. The parties hereto each waive compliance by the others with the provisions of any statute or any state or jurisdiction regulating bulk sales or transfers which may be applicable to the sale of the Assets. Seller hereby jointly and severally agrees to indemnify and hold Buyer and its officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all losses, claims, damages, expenses and liabilities (including legal fees and expenses) to which Buyer may become subject pursuant to the bulk transfer provisions of the Uniform Commercial Code or any applicable state or any other applicable bulk transfer or sale statute with regard to the sale of the Assets contemplated by this Agreement.
Sales Law. If applicable, the sale and purchase described in this Agreement will be conducted according to, and in full compliance with, the requirements of the bulk transfer provisions of the Uniform Commercial Code as adopted in the State of California. In addition to its indemnity under Sections 5 and 11, Seller hereby agrees to indemnify and hold Purchaser harmless from any and all liability to anyone arising from its failure to comply with the provisions of the bulk transfer provisions of the Uniform Commercial Code as adopted in the State of California. Such indemnity shall survive Closing.
