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 means the specific Applicable Law relating to transfers in bulk, codified in Division 6 of the California Commercial Code.

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.

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.

• 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 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.

• 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 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.

• Buyer hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state and Seller agrees to indemnify Buyer against and hold Buyer harmless from any and all claims, demands, liabilities and obligations arising out of the failure or alleged failure of the Seller to comply with any such law in respect of such sales transfers.

• Seller represents and warrants that the Purchased Assets will bet transferred to the Buyer free and clear of any encumbrances or transferee liability that may be imposed by the Bulk Sales Law or such similar laws.

• The Seller and Purchaser hereby agree to waive compliance by the other with the provisions of any applicable Bulk Sales Law of any jurisdiction.

More Definitions of Bulk Sales Law

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.

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, ▇▇▇▇▇ Fargo Bank, National

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.

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.

Bulk Sales Law shall have the meaning set forth in Section 2.4 of this Agreement.

Bulk Sales Law shall have the meaning set forth in Section 30 hereof.