Common use of Waiver of Bulk Sales Requirement Clause in Contracts

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Seller agrees to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/)

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Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Seller agrees and Seller Subsidiary agree to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of SellerSeller and Seller Subsidiary, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spatializer Audio Laboratories Inc)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Seller agrees to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cash Systems Inc)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including including, without limitation the limitation, any applicable Uniform Commercial Code Bulk Transfer provisions. Seller agrees to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, Buyer from and against all claims made by creditors of Seller, including reasonable out-of-pocket expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary Buyer in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary Buyer pursuant hereto.

Appears in 1 contract

Samples: Agreement (Swank Inc)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including including, without limitation limitation, the Uniform Commercial Code Bulk Transfer provisions. Seller agrees to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto. The indemnification process set forth in Section 9.3 shall govern any indemnification required pursuant to this Section 5.14.

Appears in 1 contract

Samples: Asset Purchase Agreement (Loudeye Corp)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales lawslaws with respect to the Target Assets, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Seller agrees The Sellers agree to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Sellerthe Sellers’ creditors, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Educate Inc)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Parent and Seller agrees agree to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Parent and/or Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rf Micro Devices Inc)

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Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including including, without limitation limitation, the Uniform Commercial Code Bulk Transfer provisions. Seller agrees to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamics Research Corp)

Waiver of Bulk Sales Requirement. Each of the parties waives compliance with any applicable bulk sales laws, including including, without limitation limitation, the Uniform Commercial Code Bulk Transfer provisions. Without limiting the generality of the foregoing, in respect of the purchase and sale of the Transferred Assets under this Agreement, Purchaser shall not require Seller agrees or the Xxxxxxxxxxx Subsidiary to pay and discharge in due course and will indemnify and save harmless comply, or to assist the Purchaser and Purchaser's Subsidiaryto comply, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against with such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant heretorequirements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Seachange International Inc)

Waiver of Bulk Sales Requirement. Each of the parties party waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions. Seller agrees and Members, jointly and severally, agree to pay and discharge in due course and will indemnify and save harmless Purchaser and Purchaser's Subsidiary, from and against all claims made by creditors of Seller, including expenses and attorneys' fees incurred by Purchaser and Purchaser's Subsidiary in defending against such claims, except those expressly assumed by Purchaser and Purchaser's Subsidiary pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Merit Medical Systems Inc)

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