Waiver of Compliance with Bulk Sales Laws. Buyer and Seller hereby waive compliance with the requirements of the Michigan Bulk Transfer Law and Florida Bulk Transfer Law and any other applicable bulk sales laws of any other jurisdiction.
Waiver of Compliance with Bulk Sales Laws. The Parties hereby waive compliance by them in connection with the transactions contemplated by this Agreement with the provisions of Article 6 of the Uniform Commercial Code as adopted in states where any of the Assets are located, and any other applicable bulk sales laws with respect to or requiring notice to any of the Seller's creditors, in effect as of the Closing Date. 10.08
Waiver of Compliance with Bulk Sales Laws. Purchaser hereby waives ----------------------------------------- compliance by Seller with the requirements of any so called bulk sales or transfers laws of any jurisdiction in connection with the sale of the Purchased Assets to Purchaser; but such waiver shall not affect the obligation of Seller under Section 15 to indemnify Purchaser and hold Purchaser harmless from and against any loss, liability, damage or expense which Purchaser may suffer or sustain or to which Purchaser may become subject as a result of or in connection with the failure by Seller to so comply.
Waiver of Compliance with Bulk Sales Laws. Buyer and Seller hereby waive compliance with the requirements of any applicable bulk sales laws of any jurisdiction.
Waiver of Compliance with Bulk Sales Laws. Seller and Purchaser agree that Purchaser will not notify any creditors of Seller pursuant to any provisions of any laws relating to "bulk sales" and transfers applicable to the transactions contemplated hereby. Seller agrees to indemnify Purchaser and hold it harmless against any and all claims, losses, damages, liabilities, costs, and expenses incurred by Purchaser as a result of any failure to comply with any "bulk sales" or similar laws, unless such claim is based on a liability assumed by Purchaser hereunder.
Waiver of Compliance with Bulk Sales Laws. Buyer and Seller hereby waive compliance by them in connection with the transactions contemplated by this Agreement with the provisions of Article 6 of the Uniform Commercial Code as adopted in states where any of the Acquired Assets are located, and any other applicable bulk sales laws with respect to or requiring notice to any of Seller’s creditors or taxing authorities and any related withholding requirements, in effect as of the date of the Closing. Seller shall fully indemnify, reimburse and hold harmless Buyer against all Liabilities, damages or expenses which Buyer may suffer or incur due to Seller’s failure to so comply.
Waiver of Compliance with Bulk Sales Laws. Buyer hereby waives its right to require compliance with any bulk sales or similar laws and in consideration therefor, Seller agrees that Seller shall indemnify and save and hold Buyer harmless from any liabilities (including without limitation statutory penalties, damages or expenses (including reasonable attorneys' fees), arising from the failure of Buyer or Seller to comply with any bulk sales or similar law applicable to the transactions contemplated by this agreement.
Waiver of Compliance with Bulk Sales Laws. Buyer hereby waives compliance by Seller with the requirements of any bulk sales or transfers laws of any jurisdiction in connection with the sale of the Purchased Assets to Buyer (if and to the extent such laws are applicable to such sale); provided that such waiver shall not affect the obligation of Seller under Section 6.2 to indemnify Buyer and hold Buyer harmless from and against any Losses which Buyer may suffer, sustain or become subject to as a result of the assertion or recovery against Buyer of the Excluded Liabilities set forth in Section 1.1(d) hereof.
Waiver of Compliance with Bulk Sales Laws. The Buyer Parent and the Buyer hereby waive compliance with the "bulk sales" provisions of Article 6 of the Uniform Commercial Code as it is in effect in the states where the Seller and the Selling Subsidiaries own assets to be conveyed to the Buyer and the Buying Subsidiaries hereunder. Nothing in this paragraph will estop or prevent the Buyer or the Seller from asserting as a bar or defense to any action or proceeding brought under applicable bulk sales law that it does not apply to the transfer of the Transferred Assets contemplated under this Agreement.
Waiver of Compliance with Bulk Sales Laws. Buyer hereby waives its right to require compliance with any bulk sales or similar laws and in consideration therefor, Seller and Xxxxx agree that Seller and Xxxxx shall indemnify and save and hold Buyer harmless from any liabilities (including without limitation statutory penalties, damages or expenses (including reasonable attorneys’ fees), arising from the failure of Buyer or Seller to comply with any bulk sales or similar law applicable to the transactions contemplated by this Agreement; provided, however, that Buyer shall not have any claim against Seller under this Section 7 with respect to any assumed Contract Rights under Section 4 hereof (but only to the extent of the assumed Contract Rights). Kdills/vcg/imperial/apa.doc 3/7/08 - MAG - V. 1 Page Initialed: MO, GS
