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.
AutoNDA by SimpleDocs
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 the Bulk Sales Act (Ontario) and any equivalent or corresponding provisions under any other applicable legislation. Notwithstanding the foregoing, the Vendor and the Guarantors shall jointly and severally 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 6.1) which they may suffer or incur arising out of such non-compliance.
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. 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.
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. ----------
Waiver of Bulk Sales Act. The parties hereto agree to waive compliance with the Bulk Sales Act (Northwest Territories) to the extent that it is applicable.
AutoNDA by SimpleDocs
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. 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.

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 with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Business Assets to Buyer.

  • 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.

  • 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 Purchaser and Seller hereby waive compliance with any applicable bulk sale laws in connection with the transaction contemplated hereby, and Seller shall hold Purchaser harmless from Seller's failure to have complied with any applicable bulk sales laws.

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

  • Waiver of Stay Each Pledgor covenants that in the event that such Pledgor or any property or assets of such Pledgor shall hereafter become the subject of a voluntary or involuntary proceeding under the Bankruptcy Code or such Pledgor shall otherwise be a party to any federal or state bankruptcy, insolvency, moratorium or similar proceeding to which the provisions relating to the automatic stay under Section 362 of the Bankruptcy Code or any similar provision in any such Legal Requirement is applicable, then, in any such case, whether or not the Collateral Agent has commenced foreclosure proceedings under this Agreement, such Pledgor shall not, and each Pledgor hereby expressly waives its right to (to the extent it may lawfully do so) at any time insist upon, plead or in any whatsoever, claim or take the benefit or advantage of any such automatic stay or such similar provision as it relates to the exercise of any of the rights and remedies (including any foreclosure proceedings) available to the Collateral Agent as provided in this Agreement, in any other Security Document or any other document evidencing the Secured Obligations. Each Pledgor further covenants that it will not hinder, delay or impede the execution of any power granted herein to the Collateral Agent, but will suffer and permit the execution of every such power as though no law relating to any stay or similar provision had been enacted.

  • Certification of Compliance with the Energy Policy and Conservation Act When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any mandatory standards and policies relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance with the Act. Does Vendor agree? Yes

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!