Examples of Bulk Sales Laws in a sentence
In such regard, Seller shall also act in good faith and with reasonable diligence to apply for, obtain and deliver to Buyer and the Title Company any and all clearance certificates evidencing the payment by Seller of certain taxes, assessments and contributions to the state in which the Property is located as required by the Bulk Sales Laws at or as soon after the Closing Date as is reasonably possible.
Seller shall provide to the Title Company and Buyer Seller’s written indemnity of any and all losses resulting from the Bulk Sales Laws in a form and substance acceptable to Buyer (which indemnity shall be guaranteed by a person or entity with sufficient assets if reasonably required by Buyer).
Each Illinois Property Seller shall use commercially reasonable efforts (but without obligation to incur any cost or expense or institute any legal action) to obtain and deliver to Buyer at Closing a release letter issued by the IDR and, if applicable, the Xxxx County Department of Revenue stating that no unpaid taxes, penalties or interest are due from such Illinois Property Seller under the Bulk Sales Laws (the “Bulk Sales Releases”).
Buyer and Sellers hereby waive compliance with the bulk- transfer provisions of the Uniform Commercial Code (or any similar law) (Bulk Sales Laws) in connection with the Contemplated Transactions.
Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of or cause Buyer or any Affiliates of Buyer to suffer any adverse consequence under (a) any applicable Legal Requirement or Order or (b) any Legal Requirement or Order that has been published, introduced or otherwise proposed by or before any Governmental Body, excluding Bulk Sales Laws.