Bulk Sale Act Sample Clauses

Bulk Sale Act. The Sellers and the Buyer agree to waive ------------- compliance with all applicable State Bulk Sales Acts and the rules and regulations promulgated thereunder. However, the Sellers shall indemnify and hold harmless the Buyer for any losses or expenses incurred by the Buyer as a result of such waiver of compliance with such Bulk Sales Acts, as set forth in Section 8(b) hereof.
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Bulk Sale Act. The Holder and HERC agree to waive compliance with all applicable State Bulk Sales Acts and the rules and regulations promulgated thereunder.
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Bulk Sale Act. The provisions of Section 9.02(d) of the Illinois Income Tax Act and the applicable provisions of the Retailer’s Occupation Tax Act do not apply to this transaction.
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Bulk Sale Act. The provisions of Section 9.02(d) of the Illinois Income Tax Act and the applicable provisions of the Retailer’s Occupation Tax Act do not apply to this transaction. Venture shall remake all representations and warranties as of the date of the Closing; provided, however, at the time such warranties and representations are remade, Venture shall provide Purchaser with updates of the Schedules referred to in the representations and warranties set forth above and an updated operating statement. Purchaser acknowledges and agrees that the representations and warranties that are made as of the Closing Date shall refer to the updated Schedules and operating statements.
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Bulk Sale Act. Purchaser and Seller acknowledge that, in effecting the transactions contemplated hereby, neither Purchaser nor Seller has taken any steps to comply with the Bulk Sales Law of California, Delaware, Texas or Tennessee, if any, or any other jurisdiction. Notwithstanding the foregoing, Seller covenant and agree to pay and discharge promptly and when due, and in all respects to defend the Purchaser against, all claims of creditors (other than as respects the Assumed Liabilities) that are asserted against the Purchaser by reason of noncompliance with any such Bulk Sales Law.
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Related to Bulk Sale Act

  • Bulk Sales The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Servicer.

  • Bulk Sales Act No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.

  • Bulk Sales Law Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue of the non-compliance by Seller with such laws.

  • Waiver of Bulk-Sale and Bulk-Transfer Laws SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

  • Bulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

  • Bulk Transfer The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

  • Bulk Transfer Laws Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

  • Bulk Transfers Purchaser waives compliance with the provisions of all applicable Laws relating to bulk transfers in connection with the transfer of the Purchased Assets.

  • Bulk Sales Compliance The Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" of any state which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the Buyer in connection with such noncompliance to the extent provided in Article 6 hereof.

  • Personal Property Securities Act 2009 (“PPSA”)

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