Waiver of Bulk Sales Law Compliance. Purchaser hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which the Assets are located and all other similar laws applicable to bulk sales and transfers.
Waiver of Bulk Sales Law Compliance. Buyer hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions.
Waiver of Bulk Sales Law Compliance. Buyer hereby waives compliance by NEC with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar Requirements of Law applicable to bulk sales and transfers, to the extent applicable to the Transactions. MagneTek shall indemnify Buyer in connection with the foregoing matters pursuant to Section 10.1(c) hereof.
Waiver of Bulk Sales Law Compliance. Purchaser hereby waives compliance by Seller with the provisions of any applicable bulk sales or transfer law and agrees that none of the proceeds of the sale of the Assets will be applied as required by such law, but will be paid to Seller as herein provided. Seller hereby agrees to pay any creditors of Seller such amounts as are due and applicable to such creditors as a result of such noncompliance with such law, except for the Assumed Liabilities being assumed by Purchaser.
Waiver of Bulk Sales Law Compliance. 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.
Waiver of Bulk Sales Law Compliance. The Purchaser hereby waives compliance by the Seller with any applicable bulk-sales laws.
Waiver of Bulk Sales Law Compliance. The Buyer hereby waives compliance or its equivalent by the Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which Assets are located and all other similar laws applicable to bulk sales and transfers; provided, however, that the Seller shall indemnify and hold the Buyer harmless from any Damages as a result of such waiver. Section 11.11 Arbitration.
11.11.1 It is agreed among the Parties, as a severable and independent arbitration agreement separately enforceable from the remainder of this Agreement, that if the Parties hereto or the respective successors, assigns, heirs or legal Representatives of any of the foregoing are unable to amicably resolve any dispute or difference arising under or out of, in relation to or in any way connected with this Agreement (whether contractual, tortious, equitable, statutory or otherwise), such matter shall be finally and exclusively referred to and settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”); provided that the foregoing shall not prevent any Party from seeking any court order in aid of arbitration. The Parties’ agreement to arbitrate does not prevent a Party from seeking temporary or emergency relief from any court of competent jurisdiction provided that any permanent relief may be had only by resort to the arbitration procedures specified in this Agreement. In the event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section 11.11, the provisions of this Section 11.11 shall govern and control.
11.11.2 The arbitration shall be heard and determined by three (3) neutral arbitrators. Each side shall appoint an arbitrator of its choice within fifteen (15) days of the submission of a notice of arbitration. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within fifteen (15) days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one Party fails or refuses to appoint its Party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such Party-appointed arbitrator shall be the AAA, which, in each case, shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim or bear any relation...
Waiver of Bulk Sales Law Compliance. Compliance with the bulk sales laws of the State of New York or any other jurisdiction where Sellers conduct their business is hereby waived by Purchasers. The Parties agree that any Liabilities incurred by Purchasers as a result of such waiver shall constitute Retained Liabilities for purposes of this Agreement.
Waiver of Bulk Sales Law Compliance. Compliance with the bulk sales laws of the State of Virginia and in any other jurisdiction where Seller conducts its business is hereby waived by Purchaser, and Seller and the Shareholders hereby jointly and severally agree to defend, indemnify and hold harmless Purchaser and its affiliates from and against any claims by any person arising out of or due to the failure to comply with such bulk sales laws, including, without limitation, any claims by any Person against all or any part of the Purchased Assets.
Waiver of Bulk Sales Law Compliance. 36 7.7...... Xxxx-Xxxxx-Xxxxxx Act Filings............................................................................................ 37 ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLERS
