Common use of Waiver of Compliance with Bulk Transfer Laws Clause in Contracts

Waiver of Compliance with Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any bulk transfer laws which may be applicable to the transactions contemplated by this Agreement. Seller shall indemnify, defend and hold Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, the "Buyer Group") harmless from and against any and all Damages incurred by any member of the Buyer Group based upon, arising out of or otherwise in respect of such noncompliance.

Waiver of Compliance with Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any bulk transfer laws which may be applicable to the transactions contemplated by this Agreement. Seller shall indemnifyagrees to promptly and diligently pay and discharge when due or to contest or litigate any claims of creditors which are asserted against Buyer by reason of any noncompliance with such laws, defend and hold to indemnify Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, the "Buyer Group") harmless from and in accordance with Section 8.2 against any and all Damages incurred by any member of the Buyer Group based upon, Claim or Loss arising out of or otherwise in respect of from such noncompliance.

Waiver of Compliance with Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any bulk transfer laws which that may be applicable to the transactions contemplated hereby and by this Agreement. Seller shall indemnify, defend and hold Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, the "Buyer Group") harmless from and against any and all Damages incurred by any member of the Buyer Group based upon, arising out of or otherwise in respect of such noncomplianceCollateral Agreements.

Waiver of Compliance with Bulk Transfer Laws. Buyer hereby waives compliance by Seller and the Seller Subsidiaries with the provisions of any bulk transfer laws which may be applicable to the transactions contemplated by this Agreement. Seller and the Seller Subsidiaries shall jointly and severally indemnify, defend and hold harmless the Buyer Group from and each of its subsidiaries against, and affiliates and each of their employeespay or reimburse, directors, officers and stockholders (collectivelyas the case may be, the "Buyer Group") harmless from and against Group for, any and all Damages incurred Damages, as incurred, suffered by any member of the Buyer Group based upon, arising out of or otherwise in any way relating to or in respect of such noncompliance.

Waiver of Compliance with Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller with the provisions of any the bulk transfer laws which may be applicable to of any jurisdiction in connection with the transactions contemplated by this Agreement. The Seller shall indemnifyagrees to defend, defend indemnify and hold harmless the Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, the "Buyer Group") harmless from and against any and all Damages incurred by any member of the Buyer Group based uponclaims, cost, expense, liability or damages resulting from, arising out of or otherwise related to the Seller's noncompliance with such laws; this indemnity shall not be subject to any of the limitations contained in respect of such noncomplianceSection 11.4 or 11.5.

Waiver of Compliance with Bulk Transfer Laws. Without limitation as to the provisions of Section 8.2(b)(iii), Buyer hereby waives compliance by Seller with the provisions of any bulk transfer laws Laws which may be applicable to the transactions contemplated hereby and by this Agreement. the Collateral Agreements; provided that Seller shall indemnify, defend and hold remain solely liable for any liabilities to any Person other than Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, Affiliates resulting from the "Buyer Group") harmless from and against any and all Damages incurred by any member of the Buyer Group based upon, arising out of or otherwise in respect of failure to comply with such noncomplianceLaws.

Waiver of Compliance with Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any bulk transfer laws which may be applicable to the transactions contemplated hereby and by this Agreement. Seller shall indemnify, defend and hold Buyer and each of its subsidiaries and affiliates and each of their employees, directors, officers and stockholders (collectively, the "Buyer Group") harmless from and against any and all Damages incurred by any member of the Buyer Group based upon, arising out of or otherwise in respect of such noncomplianceCollateral Agreements.