Waiver of Bulk Sales Compliance. Buyer and Seller each waives compliance with the provisions of applicable statutes relating to bulk transfers or bulk sales. Seller and Shareholders agree to indemnify Buyer from any loss, costs, or damage arising out of such waiver.
Waiver of Bulk Sales Compliance. Buyer waives compliance by Seller with the provisions of Section 6 of the Uniform Commercial Code (Bulk Sales Law) in each applicable jurisdiction. Seller will, indemnify and hold Buyer harmless from, against and with respect to, and shall reimburse Buyer for any and all Losses suffered or incurred by Buyer arising out of, relating to or by reason of such waiver or any noncompliance with such Laws. This indemnification shall apply to, but shall not be limited to, Losses due to any acceleration of payment with respect to any Liability or obligation of Seller assumed by Buyer hereunder, and is in addition to the indemnification provided pursuant to Section 10.
Waiver of Bulk Sales Compliance. To the extent they apply, the Company waives compliance by NWIP with the provisions of the "bulk sales" law of any state including, without limitation, the provisions of Article 6 of the Uniform Commercial Code as enacted in any applicable state.
Waiver of Bulk Sales Compliance. The parties hereby waive compliance with the bulk sales or similar laws of any applicable jurisdiction.
Waiver of Bulk Sales Compliance. Each of the parties hereto waives compliance with any applicable bulk sales or similar provisions, provided however, that the Seller hereby agrees to indemnify and hold harmless Purchaser from and against any and all losses, expenses, claims, liabilities or attorney’s fees arising as a result of such waiver.
Waiver of Bulk Sales Compliance. Purchaser and Seller hereby waive compliance with the bulk sales Laws of any applicable jurisdiction, and Seller agrees to indemnify and hold harmless Purchaser and its Affiliates from and against any claims arising out of or due to the failure to comply with such bulk sales Laws in accordance with SECTION 8.2.
Waiver of Bulk Sales Compliance. The parties hereby waive compliance with the bulk sales or similar laws of any applicable jurisdiction, and Sellers hereby agree to indemnify and hold harmless, jointly and severally Buyer from and against any claims arising out of or due to the failure to comply with such laws. As soon as reasonably practicable, and in any event within sixty (60) days after the Closing, each Seller shall provide to Buyer applicable clearance certificates or similar documents that may be required by a Governmental Authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price. Sellers hereby agree to indemnify and hold harmless, jointly and severally, Buyer from and against any Taxes, fees or other amounts that may be due as the result of the failure to obtain such tax certificates prior to such Closing.
Waiver of Bulk Sales Compliance. The Acquiring Entities and the ------------------------------- Selling Entities hereby waive compliance with the bulk transfer or bulk sales provisions of the applicable state Uniform Commercial Code provisions or any other Legislative Enactment; provided, however, that such waiver shall not -------- ------- constitute a limitation of the rights of the Acquiring Entities under Article ------- IX. -- 2.10
Waiver of Bulk Sales Compliance. The parties hereto waive compliance with Applicable Laws of any jurisdiction relating to bulk transfers in connection with the transactions contemplated by this Agreement; provided, however, that the Seller shall indemnify and hold the Buyer harmless (pursuant to Article VII hereof) from and against any Losses incurred by the Buyer based on non-compliance with such bulk transfer provisions. Notwithstanding anything to the contrary set forth herein, nothing herein shall estop or prevent the Buyer or the Seller from asserting, as a bar or defense to any action or proceeding brought under such provisions, that such code or law is not applicable to the transactions contemplated by this Agreement.
Waiver of Bulk Sales Compliance. In consideration of the indemnification provided in Article XV, Buyer waives compliance with the Bulk Sales Act of the State of Georgia and any other state, if and to the extent such acts are applicable. Nothing contained in this Section, however, shall be construed to be a determination by any of the parties hereto that any of such acts are applicable to the transactions contemplated by this Agreement.
