Bulk Sales Law Compliance. Other than with respect to any Assumed Liabilities, and notwithstanding any contrary or inconsistent provisions in this Agreement, Seller agrees to pay and discharge all claims of creditors which may be asserted against Buyer or Seller or LicenseCo by reason of Seller’s or Buyer’s noncompliance with the provisions of any bulk sales or similar Law of any jurisdiction which may require compliance on account of the provisions herein and the transactions contemplated hereby and to indemnify and hold Buyer harmless from and against claims suffered or incurred by Buyer by reason of or arising out of (a) the failure of Seller to pay or discharge the same when due or (b) such noncompliance with any applicable bulk sales or similar Law.
Bulk Sales Law Compliance. Seller agrees to bear any loss, liability, obligation or cost suffered by the Business or Buyer by reason of any noncompliance with any provision of any bulk sales law of any State which may require bulk sales law compliance on account of the provisions herein and the transactions contemplated hereby and to indemnify and hold Buyer harmless from and against claims suffered or incurred by the Business or Buyer by reason of or arising out of (a) the failure of Seller to pay or discharge the same when done or (b) such noncompliance with any applicable bulk sales law.
Bulk Sales Law Compliance. In connection with the transactions contemplated hereby, Seller shall have complied fully with its obligations pursuant to Section 5.12 of this Agreement and there shall have been no intervention by any creditor of Seller prior to the Closing, except as disclosed in Schedule 6.3(f).
Bulk Sales Law Compliance. Sellers agree to pay and discharge all claims of creditors which may be asserted against Buyer by reason of Sellers and Sellers' Affiliates' noncompliance with the provisions of the bulk sales or transfer Law of any state, province or other applicable jurisdiction which may require such compliance on account of the provisions herein and the transactions contemplated hereby and to indemnify and hold Buyer harmless from and against claims suffered or incurred by Buyer by reason of or arising out of (a) the failure of Sellers or Sellers' Affiliates to pay or discharge the same when due or (b) such noncompliance with any applicable Bulk Sales Law.
Bulk Sales Law Compliance. Neither Seller nor Shareholder shall be liable to Purchaser for failure to comply with the bulk sales laws except to the extent that any claims arising thereunder constitute Excluded Liabilities.
Bulk Sales Law Compliance. Seller shall not be liable to Purchaser or Parent for failure to comply with the bulk sales laws, other than bulk sales laws enforced by any Tax authority.
Bulk Sales Law Compliance. New Company hereby waives compliance by MAI ------------------------- with the provisions of the Bulk Sales Law of any state (if applicable), and MAI warrants and agrees to pay and discharge when due all claims of creditors which could be asserted against New Company by reason of such non-compliance to the extent that such liabilities are not specifically assumed by New Company under this Agreement.
Bulk Sales Law Compliance. Buyer and Seller each hereby waives compliance by the other with any applicable provisions of the bulk sales laws of the State of South Carolina or any other applicable jurisdiction, and Sellers hereby agrees to indemnify and hold Buyer harmless from any loss, cost or damage, including without limitation reasonable attorneys fees and payments to any of Sellers' creditors, incurred by Buyer because of Sellers' or Buyer's noncompliance with said bulk sales laws.
Bulk Sales Law Compliance. Paramark shall have complied with the bulk sales law of the State of New Jersey or obtained an opinion of counsel satisfactory to TJHC and Arby's that the bulk sales law of the State of New Jersey does not apply to the transactions contemplated by this Agreement.
Bulk Sales Law Compliance. Following the execution of this Agreement, Seller and Buyer shall cooperate to take all action necessary to permit Buyer to comply with all applicable bulk sales or bulk transfer or similar laws, including under applicable Tax laws (collectively "BULK SALES LAWS"). Seller shall promptly provide Buyer with copies of any and all notices or other documents or correspondence that it receives from any Government Body or other Person relating to the bulk sales process. In the event of any objection or dispute by any creditor or taxing authority relating to any such bulk sales notice, Seller shall take all action reasonably necessary to eliminate such objection or dispute (PROVIDED, HOWEVER, that the foregoing shall not be deemed to prevent Seller from contesting any such dispute in good faith).
