Bulk Sales Act Compliance Sample Clauses

Bulk Sales Act Compliance. Buyers and each of Sellers hereby waive compliance with the provisions of any applicable bulk transfer Laws. Except with respect to Assumed Liabilities, each of Sellers shall forever indemnify and hold harmless Buyers against any and all expense, loss, damage or liability, including reasonable attorneys fees and court costs, which Buyers may suffer as a result of claims asserted by third parties against Buyers due to any noncompliance by any of Sellers and Buyers with applicable bulk transfer Laws.
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Bulk Sales Act Compliance. Provide to Buyer, no later than October 6, 1999, the information required by Sections 6104(a) and 6105(a) of the California Uniform Commercial Code - Bulk Sales.
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Bulk Sales Act Compliance. Based on the inducement offered by Allied's agreements under Sections 8.1(a) and 8.1(c), the parties hereto agree to waive compliance with the provisions of any applicable Bulk Sales statutes (collectively, the "Bulk Sales Acts") in connection with the transactions contemplated by this Agreement.
Sample 1
Bulk Sales Act Compliance. The Purchasers hereby waives compliance by the Vendor under any applicable bulk sales legislation in connection with the sale by the Vendor to the Purchasers of the Purchased Assets, and each of the Covenantors hereby covenants and agrees to indemnify and save harmless the Purchasers from and against any and all Losses suffered or incurred by the Purchasers as a result of or arising from the failure of the Vendor to comply with the requirements of any applicable bulk sales legislation in respect of the purchase and sale of the Purchased Assets, except to the extent that any losses arise from a Purchaser's failure to pay or satisfy any of the Assumed Liabilities.
Sample 1
Bulk Sales Act Compliance. Purchaser will have been furnished with evidence satisfactory to it that the sale and purchase of the assets of SGS Canada is in compliance with the provisions of the Bulk Sales Act (Ontario); and
Sample 1
Bulk Sales Act Compliance. Each of Buyer and Seller will comply with their respective obligations pursuant to the Bulk Sales Act (Ontario), including, without limitation, the filing by Buyer of an affidavit in accordance with Section 11 of the Bulk Sales Act (Ontario) within 5 days following Closing and the provision by Buyer to Seller on or prior to Closing of sufficient funds to pay the amounts owing to the unsecured trade creditors disclosed on the statement to be provided by Seller pursuant to Section 7.1.9.
Sample 1
Bulk Sales Act Compliance. Subject to Seller's obligation to indemnify Buyer for its noncompliance with the Bulk Sales Act, the parties
Sample 1
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Bulk Sales Act Compliance. The Seller shall provide to the Buyer ---------------------------- evidence satisfactory to the Buyer that the bulk sales legislation in each of the provinces in which the Assets are located has been complied with or that the sale of the Assets is exempt from compliance with such legislation. 3.
Sample 1
Bulk Sales Act Compliance. Seller and Purchaser shall be entitled to rely on an exception for compliance with the Indiana Commercial Code - Bulk Sales Act. Seller certifies, represents, and warrants that the proceeds of sale of assets under this Agreement shall be applied in partial or total satisfaction of debt(s) secured by such assets, and Seller shall not receive a net contract price or net proceeds of sale as such terms are used in the Bulk Sales Act. Purchaser and Seller acknowledge and agree that Purchaser is assuming all of the trade creditor debts of Seller in full.
Sample 1

Related to Bulk Sales Act Compliance

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

  • 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.

  • Securities Act Compliance After the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective; and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

  • 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.

  • Compliance with Bulk Sales Laws Each Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers” or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement.

  • Export Compliance Licensee understands that the Arms Export Control Act (AECA), including its implementing International Traffic In Arms Regulations (ITAR), and the Export Administration Act (EAA), including its Export Administration Regulations (EAR), are some (but not all) of the laws and regulations that comprise the U.S. export laws and regulations. Licensee further understands that the U.S. export laws and regulations include (but are not limited to): (a) ITAR and EAR product/service/data-specific requirements; (b) ITAR and EAR ultimate destination-specific requirements; (c) ITAR and EAR end user-specific requirements; (d) Foreign Corrupt Practices Act; and (e) anti-boycott laws and regulations. Licensee will comply with all then-current applicable export laws and regulations of the U.S. Government (and other applicable U.S. laws and regulations) pertaining to the Licensed Products and Licensed Services (including any associated products, items, articles, computer software, media, services, technical data, and other information). Licensee certifies that it will not, directly or indirectly, export (including any deemed export), nor re-export (including any deemed re-export) the Licensed Products and Licensed Services (including any associated products, items, articles, computer software, media, services, technical data, and other information) in violation of applicable U.S. laws and regulations. Licensee will include a provision in its agreements, substantially similar to this Section 10, with its Sublicensees, third party wholesalers and distributors, and physicians, hospitals or other healthcare providers who purchase a Licensed Product, requiring that these parties comply with all then-current applicable U.S. export laws and regulations and other applicable U.S. laws and regulations.

  • 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.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • 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.

  • Securities Laws Compliance Prior to any public offering of Registrable Securities, the Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders whose Registrable Securities are included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities exchanges, including the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities are included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or to taxation in any such jurisdiction where it is not then otherwise so subject.

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