Bulk Sales Law definition

Bulk Sales Law shall have the meaning set forth in Section 5.9 -------------- ----------- hereof.
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Bulk Sales Law and that Buyer is not assuming any debts or obligations of Seller in connection with this Agreement in its sole discretion, except for such unfilled customer purchase orders and other agreements or obligations as Buyer may elect to assume pursuant to subparagraphs 2.7(b)(i) and (ii). Buyer hereby waives compliance by Seller with the Bulk Sales Law solely with respect to the transactions to be consummated on the First Closing Date; provided, however, that such waiver does not as between Buyer and Seller relieve Seller of any of the Unassumed Liabilities. Seller agrees to furnish in adequate time to comply with the Bulk Sales Law affidavits, list of creditors with addresses and such other instruments and documents as are customary pursuant to the Bulk Sales Law as Buyer's counsel shall require for Buyer to comply with the Bulk Sales Law with respect to the transactions to be consummated on the Second Closing Date. Forms of the Bulk Sales Notice and Bulk Sales Affidavit are attached hereto as Exhibits "E" and "F", respectively.
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Bulk Sales Law means the specific Applicable Law relating to transfers in bulk, codified in Division 6 of the California Commercial Code.
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Examples of Bulk Sales Law in a sentence

  • Such indemnification obligation shall expire on the earlier to occur of (a) Seller’s payment of such taxes and evidence substantiating same or, (b) Seller’s delivery to Purchaser of a certificate from the applicable Governmental Authority evidencing compliance with the Notice requirements of the Bulk Sales Law.

  • Accordingly, Seller hereby covenants to pay, on a timely basis, all tax obligations of Seller, including but not limited to any tax withholding obligations, that could become a liability of Purchaser pursuant to the Bulk Sales Law.

  • Seller agrees to pay and discharge, when due, all claims of creditors that could be asserted against Purchaser by reason of noncompliance with any Bulk Sales Law applicable to the transactions anticipated by this Agreement.

  • To the extent applicable, the Partnership and the Contributor each agree to waive, to the fullest extent permitted by law, compliance by the other with the provisions of the Bulk Sales Law of any jurisdiction.

  • Seller may take such action as Seller deems appropriate or as may be directed by the Tax Division to comply with the Bulk Sales Law, including, without limitation, filing with the Tax Division an Asset Transfer Tax Declaration Form TTD in the form prescribed by the Tax Division.

  • The parties hereto waive compliance with the requirements of any applicable Bulk Sales Law in connection with the consummation of the Contemplated Transactions.

  • Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state, and Seller warrants and agrees to pay and discharge when due all claims of creditors which could be asserted against Purchaser by reason of such non-compliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement.

  • Seller agrees to furnish in adequate time to comply with the Bulk Sales Law affidavits, list of creditors with addresses and such other instruments and documents as are customary pursuant to the Bulk Sales Law as Buyer's counsel shall require for Buyer to comply with the Bulk Sales Law with respect to the transactions to be consummated on the Second Closing Date.

  • The costs and expenses that specifically and directly arise in connection with conducting a UCC search and recording notices to comply with the Bulk Sales Law shall be borne by Buyer.

  • Sellers and the Shareholders agree, jointly and severally, to indemnify the Purchaser Group and hold the Purchaser Group harmless against any and all loss, liability, damage, claim, cost and expense of any nature whatsoever, including, without limitation, reasonable attorneys' fees, arising out of the parties' agreement to waive compliance with the Bulk Sales Law or any other law in respect of the bulk sale and transfer contemplated by this Agreement.


More Definitions of Bulk Sales Law

Bulk Sales Law means the bulk sales provisions of the Uniform Commercial Code, any state Laws regarding bulk sales or bulk transfers or any similar Law.
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Bulk Sales Law shall have the meaning set forth in Section 30 hereof.
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Bulk Sales Law has the meaning given in Section 4.14. Business has the meaning given in Recital A. Buyer has the meaning given in the Preamble.
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Bulk Sales Law shall have the meaning set forth in Section 2.4 of this Agreement.
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Bulk Sales Law means any version of Article 6 of the Uniform Commercial Code adopted by any state or any similar Law relating to the sale of inventory, equipment or other assets in bulk. “Business Data” means all data, information and works of authorship (including content, text, photos, documentation, customer information and sales and marketing materials), in any format, and all other data, information (including Personal Information) and works of authorship contained in or on any Equipment, Systems, and any databases of the Seller or their Affiliates, or otherwise possessed or controlled by the Seller or their Affiliates, that are disclosed, transferred, licensed, or otherwise made available by the Seller or their Affiliates to the Purchaser in connection with this Agreement. “Business Day” means any day except a Saturday, Sunday or any other day on which banks in Atlanta, Georgia are authorized or required by Law or executive order to remain closed. “Claim” means any demand, claim, investigation or action that is asserted or arises in a Proceeding or otherwise. “COBRA” means the continuation coverage requirements under Code Section 4980B and Part 6 of Title I of ERISA. “Code” means the Internal Revenue Code of 1986, as amended. “Confidential Information” shall have the meaning set forth in the Confidentiality Agreement. “Confidentiality Agreement” means that certain Confidentiality Agreement, dated October 15, 2021, by and among Quikrete, Forterra, and the Purchaser. “Consent” means any consent, approval or authorization required to be obtained from any Governmental Authority. “Contract” means any written contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sale contract, mortgage or insurance policy. “Copyrights” means United States and foreign copyrights and maskwork rights, whether registered or unregistered, and registrations and applications in connection therewith. “Credit Agreements” means the following agreements: (i) Restated First Lien Credit Agreement, dated as of November 15, 2016, by and among Quikrete, Xxxxx Fargo Bank, National
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Bulk Sales Law. Buyers hereby waive compliance with the provisions of the Minnesota Commercial Code relating to bulk transfers in connection with this sale of assets, subject to the indemnities of Sellers contained herein. Nothing in this paragraph shall estop or prevent either Buyers or Sellers from asserting as a bar or defense to any action or proceeding brought under that law that it is not applicable to the sale contemplated hereunder.
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Related to Bulk Sales Law

  • Bulk Sales Laws shall have the meaning set forth in Section 2.9.

  • Bulk transfer means a transfer of motor fuel from 1 location to another by pipeline tender or marine delivery within the bulk transfer/terminal system, including, but not limited to, all of the following transfers:

  • PPS Law means the PPSA and any amendment made at any time to the Corporations Act 2001 (Cth) or any other legislation as a consequence of the PPSA.

  • bye-law means a bye-law framed by the corporation under this Act;

  • Bulk Consumer means a consumer such as the Departments of Central Government like Railways, Defense, Telecom, Posts and Telegraph, the Department of State Government, the Undertakings, Boards and other agencies or companies who purchase hundred or more than hundred batteries per annum.

  • Anti-Bribery Law means any applicable anti-bribery or anti-corruption law, regulation or rule enacted in any jurisdiction, including the US Foreign Corrupt Practices Act of 1977 and the UK Xxxxxxx Xxx 0000;

  • Export Law means all constitutions, laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, restrictive measures, trade sanctions, embargos and other legally binding requirements of all federal, country, international, state and local governmental authorities relating to export, re-export or import.

  • Data Protection Law means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement (and includes, as far as it concerns the relationship between the parties regarding the processing of Personal Data by SAP on behalf of Customer, the GDPR as a minimum standard, irrespective of whether the Personal Data is subject to GDPR or not).

  • Cookie Law means the relevant parts of the Privacy and Electronic

  • Anticorruption Laws means the US Foreign Corrupt Practices Act of 1977, as amended and any other anticorruption or anti-bribery Applicable Law applicable to the Company or any of its Subsidiaries.

  • Electronic Transactions Law means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

  • Federal law means the Statute of Canada entitled “The Cannabis Act” and any other Canadian federal legislation regulating cannabis.

  • customs law means all the statutory provisions applied by the customs administration on the importation, exportation, transit or movement of goods whether or not they involve the collection of duties or taxes (or security thereof), on the enforcement of prohibitions, restrictions or control or exchange control regulations or on any other customs regime;

  • Data Protection Laws and Regulations means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

  • FW Act means the Fair Work Act 2009, as amended from time to time.

  • EU Data Protection Law means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data ("Directive") and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

  • Anti-Corruption Law means any Applicable Law relating to anti-bribery or anti-corruption (governmental or commercial), including the Foreign Corrupt Practices Act of 1977, as amended, and any other Applicable Law that prohibits the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Person, including any Government Official.

  • the Statutes means the Companies Act and every other act (as may from time to time be amended) for the time being in force in Bermuda applying to or affecting the Company, the Memorandum of Association and/or these presents;

  • Data Protection Act means Act CXII of 2011 on Informational Self-Determination and Freedom of Information.

  • State practice laws means a party state's laws, rules and regulations that govern the practice of nursing, define the scope of nursing practice, and create the methods and grounds for imposing discipline. "State practice laws" do not include requirements necessary to obtain and retain a license, except for qualifications or requirements of the home state.

  • SEBI Act or “Act” means the Securities and Exchange Board of India Act, 1992;

  • This law or "the law" means the Juvenile and Domestic Relations District Court Law embraced in

  • Cannabis Act means An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, S.C. 2018, c. 16, as amended from time to time.

  • Corporations Law means the Corporations Law of the Commonwealth of Australia as applying in each State and Territory of Australia;

  • POPI Act means the Protection of Personal Information Act, 4 of 2013;

  • Data Protection Laws means all laws and regulations that govern the access, use, disclosure, or protection of Personal Data to which a party is subject with respect to the Service or the Software.