Common use of Bulk Sales Law Clause in Contracts

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.

Bulk Sales Law. Buyer hereby waives agrees to waive compliance by Seller with the provision of any applicable bulk sales law laws, it being understood that Seller shall remain fully liable and Seller agrees, to make full shall indemnify Buyer for any and timely payment when due all losses and liabilities incurred by Buyer as a result 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 any applicable bulk sales laws.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales sales, fraudulent conveyance or other law for the protection of creditors of any jurisdiction that may otherwise be applicable in connection with the transfer of the assets under this Agreement and Seller agreesin consideration of such waiver, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to indemnify Buyer and hold Buyer harmless from, from and reimburse Buyer for, against any loss, cost, expense, liability Damages arising out of or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue of the resulting from such non-compliance by Seller with such lawscompliance.

Bulk Sales Law. At the request of the Seller, the Buyer hereby waives has agreed to waive compliance by the Seller of any with all applicable bulk sales law laws in connection with the transaction contemplated by this Agreement. In consideration therefore, the Seller covenants 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 the Buyer harmless fromfrom any and all damages, and reimburse Buyer forlosses, any lossliabilities, costdeficiencies, expense, liability or damage (including reasonable counsel fees and disbursements costs and expenses) which Buyer may suffer or incur , including, without limitation, reasonable attorneys’ fees, arising by virtue reason of the non-compliance by Seller noncompliance with any such laws.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales law laws, and Seller agrees, warrants and agrees to make full pay and timely payment discharge when due all claims of all amounts owed creditors that could be asserted against Buyer by reason of such Seller noncompliance to its creditors. the extent that such liabilities arise before or as a result of the Closing, and Seller agrees to protect, defend, save harmless and indemnify Buyer from and hold Buyer harmless from, against any and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees all such claims and disbursements and expenses) which Buyer may suffer or incur by virtue of demands pursuant to the non-compliance by Seller with such lawsprocedures set forth in Article X hereof that shall apply thereto in all respects.

Bulk Sales Law. Buyer hereby waives compliance by Seller of with any applicable "bulk sales law" or similar law by Seller, and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to shall indemnify and hold Buyer harmless from, against any liability under any such law 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 Losses resulting from non-compliance therewith or any liability under any such law as a result of Seller's application of the proceeds of the transactions contemplated by Seller with such lawsthis Agreement.

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.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales law Law of any jurisdiction in connection with the sale of the Acquired Assets. Notwithstanding any such waiver, each of the Seller Parties, jointly and Seller agreesseverally, 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 fromagainst all liability, and reimburse Buyer for, any loss, cost, expense, liability damage or damage (including reasonable counsel fees and disbursements and expenses) expense which Buyer may suffer due to the failure to so comply or incur to provide notice required by virtue of the non-compliance by Seller with any such lawsLaw.

Bulk Sales Law. Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, 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, for any loss, cost, expense, and liability or damage (including reasonable counsel fees and disbursements and expenses) which that Buyer may suffer or incur by virtue of the non-compliance by Seller with such laws.

Bulk Sales Law. Buyer The Seller and Purchaser hereby waives agree to waive compliance by Seller the other with the provisions of any applicable bulk sales law and Seller agrees, to make full and timely payment when due Bulk Sales Law of all amounts owed by such Seller to its creditorsany jurisdiction. The Seller agrees to defend, indemnify and hold Buyer the Purchaser and the Assets harmless fromfrom and against any claim, liability, obligation, cost and reimburse Buyer for, any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) attorneys' fees, which Buyer may suffer arises from or incur by virtue as a result of the such non-compliance by Seller with such lawsthe parties.

Bulk Sales Law. Buyer hereby Purchaser waives compliance by Seller with the provision of any applicable bulk sales law laws. Seller shall promptly pay and Seller agrees, to make full and timely payment discharge when due or contest or litigate all claims of all amounts owed creditors that are asserted against Purchaser 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 reason of the non-compliance by Seller with such laws, except with respect to any such claims that relate to the Assumed Liabilities.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales law and Seller agreessimilar laws applicable to this transaction, to make full and timely payment when due if any; provided, however, that any loss, liability, obligation or cost suffered by Buyer as a result of all amounts owed the failure by such the Seller to its creditors. comply therewith shall be borne by Seller agrees to and that Seller shall indemnify Buyer 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 lawstherefrom.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable so-called bulk sales law and Seller agreestransfer laws of any jurisdiction in connection with the sale of the Purchased Assets. Notwithstanding any such waiver, 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 fromagainst all liability, and reimburse Buyer for, any loss, cost, expense, liability damage or damage (including reasonable counsel fees and disbursements and expenses) expense which Buyer may suffer due to the failure to so comply or incur to provide notice required by virtue of the non-compliance by Seller with any such lawslaw.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions of any applicable bulk sales law laws applicable to this transaction, if any, and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller hereby agrees to indemnify Buyer for any claims and hold demands of whatever nature (other than the liabilities expressly assumed by Buyer harmless from, and reimburse under this Agreement) asserted against Buyer for, by any loss, cost, expense, liability creditor of Seller for noncompliance by Seller or damage (including reasonable counsel fees and disbursements and expenses) Buyer with any Bulk sales laws or similar laws which Buyer may suffer be applicable to the sale or incur by virtue transfer of the non-compliance by Seller with such lawsAssets hereunder.

Bulk Sales Law. Buyer hereby waives compliance by Seller Sellers of any applicable bulk sales law and Seller agreesagree, to make full and timely payment when due of all amounts owed by such Seller it 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 such Seller with such laws.

Bulk Sales Law. Buyer hereby waives compliance by Seller and Sellers waive compliance, if applicable, with the provisions of any applicable bulk sales law including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any state or any similar statute, if and Seller agrees, to make full and timely payment when due of all amounts owed the extent applicable to the transactions contemplated by such Seller to its creditorsthis Agreement. Each Seller agrees to indemnify indemnify, defend and hold harmless Buyer harmless fromand its officers, agents and reimburse Buyer for, employees from any loss, cost, expenseexpenses (including related counsel fees), liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer or its officers, agents or employees may suffer or incur by virtue of the non-compliance noncompliance by a Seller with any such lawsBulk Sales Law.

Bulk Sales Law. The Buyer hereby waives compliance by the Seller with the provisions of any applicable bulk sales (sale of an enterprise) legislation, or other law and Seller agrees, to make full and timely payment when due for the protection of all amounts owed by such Seller to its creditors. The Seller agrees to indemnify jointly and severally indemnify, defend and hold harmless the Buyer harmless fromin accordance with Article VII hereof from any liability, and reimburse Buyer forclaim, any loss, cost, expense, liability loss or damage expense (including reasonable counsel fees and disbursements and expensesattorneys' fees) which Buyer may suffer or incur by virtue of the non-compliance by Seller arising from any noncompliance with such laws.

Bulk Sales Law. Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, 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.

Bulk Sales Law. Buyer The Purchaser hereby waives compliance by the Seller with the provisions of any applicable the bulk sales law of any jurisdiction. Nevertheless, in addition to any other indemnities herein provided, the Seller and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. Seller agrees to the Stockholder shall indemnify and hold Buyer the Purchaser harmless from, against and reimburse Buyer for, from 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 all Damages to Purchaser resulting from such non-compliance including any Liens claimed against the Transferred Assets by any creditor arising from any credit extended to Seller with such lawsprior to the Closing Date.

Bulk Sales Law. Buyer hereby waives compliance by Seller Sellers of any applicable bulk sales law and each Seller agrees, agrees to make full and timely payment when due of all amounts owed by such Seller to its creditors. Each 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 such Seller with such laws.

Bulk Sales Law. Buyer Each of Seller and Purchaser hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, to make full and timely payment when due with the provisions of all amounts owed applicable so called “bulk sales” or “bulk transfer” Laws in connection with the transactions contemplated by such Seller to its creditorsthis Agreement. Seller Xxxxxx agrees to indemnify and hold Buyer Purchaser harmless from, against any and reimburse Buyer for, all Losses incurred by Purchaser or any loss, cost, expense, liability of its Affiliates as a result of any failure to comply with any such “bulk sales,” “bulk transfer” 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 lawssimilar Laws.

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 Seller's non-compliance by Seller with such laws.

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

Bulk Sales Law. Buyer hereby waives compliance by Seller with the requirements and provisions of any "bulk-transfer" laws of any jurisdiction that may otherwise be applicable bulk sales law and Seller agrees, with respect to make full and timely payment when due the sale of any or all amounts owed by such Seller of the Assets to its creditorsBuyer. Seller hereby agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, any loss, cost, expense, liability from the claims of Seller's or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue Systems Chemistry's creditors arising from Seller's conduct of the non-compliance by Seller with such lawsBusiness.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provision of any applicable bulk sales law laws, it being understood that Seller shall remain fully liable and Seller agrees, to make full and timely payment when due Parent shall indemnify Buyer for any and all losses or liabilities incurred by Buyer as a result 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 any applicable bulk sales laws.

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

Bulk Sales Law. Buyer hereby waives agrees to waive compliance by Seller with the requirements of any applicable bulk sales law or fraudulent conveyance statute, and Seller agreesSeller, to make full and timely payment when due in consideration of all amounts owed by such Seller to its creditors. Seller waiver, agrees to indemnify and hold Buyer harmless fromagainst any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and reimburse Buyer for, any loss, cost, expense, liability or damage expenses (including court costs and reasonable counsel attorneys’ fees and disbursements expenses incurred in investigating and expensespreparing for any litigation or proceeding) which Buyer may suffer resulting from or incur by virtue arising out of the non-compliance by Seller any failure to comply with any such lawsstatute.

Bulk Sales Law. At the request of the Seller, the Buyer hereby waives has agreed to waive compliance by the Seller of any with all applicable bulk sales law laws in connection with the transaction contemplated by this Agreement. In consideration therefore, the Seller covenants 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 the Buyer harmless fromfrom any and all damages, and reimburse Buyer forlosses, any lossLiabilities, costdeficiencies, expense, liability or damage (including reasonable counsel fees and disbursements costs and expenses) which Buyer may suffer or incur , including, without limitation, reasonable attorneys’ fees, arising by virtue reason of the non-compliance by Seller noncompliance with any such laws.

Bulk Sales Law. Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, 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, for any loss, cost, expense, and 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.

Bulk Sales Law. Buyer hereby waives compliance by Seller with the provisions 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 creditorslaws. Seller agrees to shall indemnify and hold harmless Buyer harmless fromfrom and against any and all losses, costs, damages, and reimburse Buyer for, any loss, cost, expense, liability or damage expenses (including without limitation reasonable counsel attorney's fees and disbursements and expensesactually incurred) which Buyer may suffer or incur by virtue of the non-compliance by Seller pertaining to Seller's noncompliance with such any applicable bulk sales laws.

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

Bulk Sales Law. Buyer hereby waives compliance by Seller of any applicable bulk sales law and Seller agrees, 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.

Bulk Sales Law. Buyer Seller hereby waives compliance agrees and covenants to indemnify and hold Purchaser harmless from, against and in respect of any and all liabilities and obligations for which Purchaser or the Assets may become liable by Seller reason of Seller's noncompliance with any applicable bulk sales law and Seller agrees, in connection with the sale of the Assets 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 fromPurchaser, and reimburse Buyer forany action, any losssuit, cost, expense, liability or damage (including reasonable counsel fees judgment and disbursements costs and expenses) which Buyer may suffer or incur by virtue of , including attorney's fees, incident to the non-compliance by Seller with such lawsforegoing.

Bulk Sales Law. Buyer hereby Purchaser waives compliance by Seller Sellers with the provision of any applicable bulk sales law laws. Sellers shall promptly pay and Seller agrees, to make full and timely payment discharge when due or contest or litigate all claims of all amounts owed creditors that are asserted against Purchaser 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 reason of the non-compliance by Seller with such laws, except with respect to any such claims that related to the Assumed Liabilities. This provision shall survive Closing.

Bulk Sales Law. Buyer The Purchaser hereby waives compliance by Seller the Sellers with the requirements of any applicable bulk sales or fraudulent conveyance statute. The Seller will bear any loss, liability, obligation or cost suffered by the Seller or the Purchaser as a result of the Parties’ noncompliance with any provision of any bulk sales law and Seller agrees, which is applicable 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 the transfer of the non-compliance by Seller with such lawsAcquired Assets pursuant to this Agreement.

Bulk Sales Law. Buyer hereby waives Purchaser and Seller waive compliance by Seller with the provisions of any applicable bulk sales sales, fraudulent conveyance or other law for the protection of creditors, 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 indemnify, defend and hold Buyer the Purchaser harmless from, and to reimburse Buyer for, the Purchaser for any loss, cost, expense, liability or damage (including reasonable counsel fees and fees, disbursements and expenses) which Buyer may suffer the Purchaser suffers or incur incurs by virtue of the non-compliance by Seller noncompliance with such laws.

Bulk Sales Law. The Buyer hereby waives compliance by the Seller of with any applicable bulk sales law or similar laws, and Seller agrees, to make full and timely payment when due of all amounts owed by such Seller to its creditors. the Seller agrees to indemnify and hold Buyer harmless from, and reimburse Buyer for, from 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 resulting from such lawsnoncompliance.

Bulk Sales Law. Buyer hereby waives agrees to waive compliance by Seller with the requirements of any applicable bulk sales law statute 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 against any claim made against Buyer for, by any loss, cost, expense, liability or damage (including reasonable counsel fees and disbursements and expenses) which Buyer may suffer or incur by virtue creditor of the non-compliance by Seller as a result of a failure to comply with any such lawsstatute.

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. Except for the Assumed Liabilities, 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.