Common use of Bulk Sales Compliance Clause in Contracts

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.

Appears in 9 contracts

Samples: Asset Purchase Agreement (BMJ Medical Management Inc), Assignment and Assumption Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc)

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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 in effect and 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.

Appears in 5 contracts

Samples: Asset Purchase Agreement (BMJ Medical Management Inc), Assignment and Assumption Agreement (BMJ Medical Management Inc), Asset Purchase Agreement (BMJ Medical Management Inc)

Bulk Sales Compliance. The Buyer Subject to Section 8.2(d), the Purchaser hereby waives compliance by the Seller with the provisions of the "bulk sales laws" (i.e., Article 6 of the Uniform Commercial Code) 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.

Appears in 4 contracts

Samples: Assignment and Acceptance Agreement (Pathnet Telecommunications Inc), Assignment and Acceptance Agreement (Pathnet Telecommunications Inc), Assignment and Acceptance Agreement (Pathnet Telecommunications Inc)

Bulk Sales Compliance. The Buyer Buyers hereby waives waive compliance by the Seller Sellers with the provisions of the "bulk sales laws" Bulk Sales law of any state which may be state, if applicable to the transactions contemplated hereby; providedhereunder, however, that and the Seller shall Sellers agree to indemnify and hold the Buyer in connection with such noncompliance Buyers harmless from any liability incurred as a result of the failure to the extent provided in Article 6 hereofso comply.

Appears in 1 contract

Samples: Purchase Agreement (Serologicals Corp)

Bulk Sales Compliance. The Buyer hereby Seller waives compliance by the Seller Buyer 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 laws in connection with the purchase of the Purchased Assets. Seller and the Principal Stockholders, jointly and severally, hereby indemnify and hold Buyer harmless from, against and with respect to, and shall reimburse Buyer for any and all losses suffered or incurred by Buyer arising out of, relating to or by reason of such waiver or any noncompliance by Buyer with such laws. This indemnification is in addition to the extent indemnification provided in Article 6 hereofpursuant to Section 7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ionatron, Inc.)

Bulk Sales Compliance. The Buyer hereby waives compliance by the Seller Sellers with the provisions of the "bulk sales laws" or similar laws of any state and all states (the "Bulk Sales Laws"), and Sellers covenant and agree to pay and discharge when due all claims, liabilities and related expenses which may be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify the asserted against Buyer in connection with by reason of such noncompliance to the extent provided in Article 6 hereofnoncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nelson Thomas Inc)

Bulk Sales Compliance. The Buyer hereby waives compliance by the Seller Sellers with the provisions of the "bulk sales laws" any applicable Bulk Sales Law of any state state, in consideration whereof the Sellers agree to pay and discharge when due all claims of creditors which may could be applicable to the transactions contemplated hereby; provided, however, that the Seller shall indemnify asserted against the Buyer in connection with such or Parent by reason of noncompliance to the extent provided in that such liabilities are not assumed by the Buyer or Parent under this Agreement and to indemnify and hold Parent and the Buyer Parties harmless from and against any such claims pursuant to Article 6 IX hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (5b Technologies Corp)

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Bulk Sales Compliance. The Except as otherwise provided herein, Buyer hereby waives compliance by the Seller with the provisions of the "bulk sales laws" laws of any state which insofar as any such laws may be applicable apply to the transactions contemplated hereby; providedherein. Except as otherwise provided herein, however, that the Seller hereby agrees to indemnify and hold Buyer harmless from and against and shall indemnify the on demand reimburse Buyer in connection for any and all Losses suffered by Buyer by reason of Seller’s failure to comply with such noncompliance to the extent provided in Article 6 hereofbulk sales laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smithfield Foods Inc)

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 in effect and 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.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (BMJ Medical Management Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (True Nature Holding, Inc.)

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