Common use of Bulk Sales Compliance Clause in Contracts

Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) below.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Gerdau Ameristeel Corp), Asset Purchase and Sale Agreement (Gerdau Ameristeel Corp)

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Bulk Sales Compliance. The Buyer and the hereby waives compliance by Seller waive compliance with any applicable bulk sales or bulk transfer law in connection with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowtransactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RSL Communications LTD), Asset Purchase Agreement (RSL Communications LTD)

Bulk Sales Compliance. The Buyer Each of Purchaser and the Seller shall waive compliance with the provisions of any the applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) below.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Orbimage Inc), Asset Purchase Agreement (Protein Polymer Technologies Inc)

Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) below.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)

Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any the applicable statutes relating to bulk transfers or bulk sales. The Seller shall indemnify and hold harmless Buyer from and the Seller mutually agree to cooperate in securing against any available exemptions from any such provisions. Notwithstanding the foregoingand all loss, any liability assessed on the costs, damage, claim or expense (including attorneys' fees), which Buyer arising out may sustain by reason of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers such bulk transfer or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowprovisions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Level 8 Systems)

Bulk Sales Compliance. The Buyer and the hereby waives compliance by Seller waive compliance with the provisions of any bulk transfer law of any state that may be applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's transactions contemplated by this Agreement, provided, that any Liability arising by reason of any non-compliance by Seller with such bulk transfer laws or by the failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowdischarge or pay such claims shall not be Assumed Liabilities and Seller shall indemnify Buyer for any Damages related thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celeritek Inc/Ca)

Bulk Sales Compliance. The Buyer and the Seller each hereby waive compliance with the requirements and provisions of any applicable statutes relating to bulk transfers Bulk Sales Laws or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating other transfer Law with respect to the Seller's failure to comply with applicable statutes relating to bulk, transfers sale of any or bulk sales shall be an indemnification obligation all of the Seller pursuant Purchased Assets to Section 13.2(a) belowBuyers or the transactions contemplated by this Agreement. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tetridyn Solutions Inc)

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Bulk Sales Compliance. The Buyer and the hereby waives compliance by Seller waive compliance with of the provisions of the bulk sales or bulk transfer law of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoingjurisdiction, any liability assessed on the Buyer arising out of or relating subject to the Seller's failure to comply with applicable statutes relating to bulk, transfers or bulk sales shall be an indemnification obligation of the Seller pursuant to provided in Section 13.2(a) below12.2.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (BTG Inc /Va/)

Bulk Sales Compliance. The Buyer and the hereby waives compliance by Seller waive compliance with the provisions of any applicable statutes laws relating to bulk transfers or bulk salesin connection with the transactions contemplated hereby. The Seller shall indemnify Buyer and the Seller mutually agree with respect to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's failure to comply with applicable statutes relating to bulk, transfers or such bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowtransfer laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Syms Corp)

Bulk Sales Compliance. The Buyer and the Seller waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Seller shall indemnify, hold harmless and defend Buyer from and against any and all Losses which it may sustain by reason of the Seller mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's parties' failure to comply with applicable statutes relating to bulk, transfers such bulk transfer or bulk sales shall be an indemnification obligation of the Seller pursuant to Section 13.2(a) belowprovisions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lone Star Technologies Inc)

Bulk Sales Compliance. The Buyer and the Seller Sellers waive compliance with the provisions of any applicable statutes relating to bulk transfers or bulk sales. The Buyer and the Seller Sellers mutually agree to cooperate in securing any available exemptions from any such provisions. Notwithstanding the foregoing, any liability assessed on the Buyer arising out of or relating to the Seller's Sellers' failure to comply with applicable statutes relating to bulk, bulk transfers or bulk sales sales, and that is not included in the Assumed Liabilities, shall be an indemnification obligation of the Seller Sellers under the "Excluded Liabilities" category pursuant to Section 13.2(a10.2(c) belowof this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gerdau Ameristeel Corp)

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