Waiver of Bulk Sales Act Sample Clauses

Waiver of Bulk Sales Act. In consideration of, and in reliance upon, the representations and warranties made by Seller in Article 2, Purchaser hereby waives compliance with the provisions of any applicable bulk transfer laws.
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Waiver of Bulk Sales Act. In respect of the purchase and sale of the Purchased Assets under this Agreement, the Purchaser shall not require the Vendor to comply, or to assist the Purchaser to comply, with the requirements of (a) the Bulk Sales Act (Ontario) or (b) Section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provisions under any other applicable legislation. Notwithstanding the foregoing, the Vendor shall indemnify and save harmless the Purchaser, its directors, officers, employees, agents and shareholders, on an after-Tax basis, from and against all Claims which may be made or brought against such Persons, or Claims or Losses (as defined in Section 8.1) which they may suffer or incur arising out of such non-compliance.
Waiver of Bulk Sales Act. 9. The parties hereto agree to waive compliance with the Bulk Sales Act (Northwest Territories) to the extent that it is applicable.
Waiver of Bulk Sales Act. The Purchaser and the Vendor waive compliance by the Vendor of the provisions of the Bulk Sales Act (Ontario) and any analogous legislation in force in all other jurisdictions of Canada in which the Vendor carries on business.
Waiver of Bulk Sales Act. The Parties hereby waive compliance with the bulk sales law and any other similar Applicable Laws in respect of the transactions contemplated by this Agreement. The Buyer shall have the right to offset against any amounts due to the Seller under this Agreement and to otherwise be indemnified by the Seller for any amounts due as a result of liabilities, damages, costs, and expenses resulting from or arising out of the Seller’s failure to comply with any such laws in respect of the transactions contemplated by this Agreement.
Waiver of Bulk Sales Act. In consideration of, and in reliance upon, the representations and warranties made by Sellers in Article 2, and Purchaser's assumption of Sellers' obligations, the parties hereto waive compliance with the provisions of any applicable bulk transfer laws.
Waiver of Bulk Sales Act. The Parties waive compliance with the Bulk Sales Act (Ontario) in connection with the purchase and sale of the Purchased Assets and Purchased Business, provided that the Vendor shall indemnify, defend and hold harmless the Purchaser from and against any claims, demands, actions, causes of action, losses, costs, liabilities or expenses (including legal fees) which may be made or brought against the Purchaser or which may be made or brought against the Purchaser or which the Purchaser may incur or suffer as a result of such non-compliance.
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Waiver of Bulk Sales Act. The Buyer and the Seller waive compliance with any applicable bulk sale or bulk transfer law or other analogous legislation in force in any jurisdiction of the United States in which the U.S. Assets are located. The Seller shall be responsible for any liability resulting from its failure to comply with any such sale or bulk transfer law.
Waiver of Bulk Sales Act. On the Closing Date, subject to the indemnification arrangements contemplated by Sections 6.1 and 6.3, the Purchaser shall waive compliance with the Bulk Sales Act (Ontario) in connection with the transactions contemplated by this Agreement. ----------

Related to Waiver of Bulk Sales Act

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • 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.

  • Bulk Sales Law Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue of the non-compliance by Seller with such laws.

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

  • Compliance with Bulk Sales Laws Each Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers” or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement.

  • Bulk Sales Waiver Buyer hereby waives compliance with all applicable bulk sales Laws.

  • Bulk Sale To the extent such laws are applicable to the transactions contemplated herein, Buyer and Seller waive compliance with the uniform commercial code provisions of the laws of any jurisdiction regarding bulk transfers, and Seller covenants and agrees to pay and discharge when due, unless contested by appropriate proceedings, all creditors and all liabilities of Seller pertaining to the Property.

  • Waiver of Statutes Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises and the Building with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent it is inconsistent herewith.

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

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