Bulk Sales Laws. Purchaser waives compliance by Seller with any bulk sales or similar Laws applicable to the transactions contemplated hereby.
Appears in 6 contracts
Samples: Asset Purchase Agreement (RCN Corp /De/), Asset Purchase Agreement (Entremed Inc), Asset Purchase Agreement (Superior Essex Inc)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller and its Subsidiaries with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Purchased Assets to Purchaser.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Lehman Brothers Holdings Inc), Purchase Agreement (Lehman Brothers Holdings Inc), Purchase Agreement
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller the Sellers and the Sellers hereby waive compliance by Buyer with any the provisions of the “bulk sales sales”, “bulk transfer” or similar Laws applicable to laws of any jurisdiction other than any laws which would exempt any of the transactions contemplated herebyby this Agreement from any Tax liability which would be imposed but for such compliance.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Ecotality, Inc.), Asset Purchase Agreement (Car Charging Group, Inc.), Asset Purchase Agreement (Ecotality, Inc.)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Strategic Diagnostics Inc/De/), Asset Purchase Agreement (Hollywood Media Corp), Asset Purchase Agreement (Strategic Diagnostics Inc/De/)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller and the Selling Affiliate with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser.
Appears in 3 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp), Sale and Purchase Agreement (Cabot Corp)
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller and Seller waives compliance by Buyer, with any the provisions of the “bulk sales sales”, “bulk transfer” or similar laws of any state other than any Laws applicable to which would exempt any of the transactions contemplated herebyby this Agreement from any Tax liability which would be imposed but for such compliance.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Clarus Corp), Asset Purchase Agreement, Asset Purchase Agreement
Bulk Sales Laws. Purchaser hereby waives compliance by Seller with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Key Energy Services Inc), Asset Purchase Agreement (Bell Industries Inc /New/), Asset Purchase Agreement (Bell Industries Inc /New/)
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller Sellers or their Subsidiaries with any applicable bulk sales sale or similar bulk transfer Laws applicable to the transactions of any jurisdiction in connection with any transaction contemplated herebyunder this Agreement or any Ancillary Agreement (“Bulk Sales Laws”).
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (RPX Corp), Asset Purchase Agreement (RPX Corp)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Purchased Assets to Purchaser.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sharper Image Corp), Asset Purchase Agreement (Sharper Image Corp)
Bulk Sales Laws. Purchaser waives compliance by Seller with any bulk sales or similar Laws applicable to the transactions contemplated hereby. If any creditor of Seller is entitled to the benefit of any bulk sales Laws as against Purchaser or any of the Conveyed Assets transferred by Seller to Purchaser pursuant to this Agreement, Seller shall immediately satisfy such claim in full or undertake its defense at Seller's expense.
Appears in 2 contracts
Samples: Asset Purchase Agreement (RCN Corp /De/), Asset Purchase Agreement (Susquehanna Media Co)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller Sellers and the Subsidiaries with the requirements and provisions of any "bulk sales or similar transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Metrocall Holdings Inc), Asset Purchase Agreement (Leucadia National Corp)
Bulk Sales Laws. Purchaser waives and Sellers hereby waive compliance by Seller the other with the provisions of any bulk sales sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of all or any portion of the Property to Purchaser.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Hcp, Inc.), Purchase and Sale Agreement (Emeritus Corp\wa\)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller Sellers with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Purchased Assets to Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Enesco Group Inc), Asset Purchase Agreement (Foot Locker Inc)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller with the provisions of any bulk sales or similar Laws applicable transfer laws, to the transactions contemplated herebyextent applicable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (G&k Services Inc), Asset Purchase Agreement (National Service Industries Inc)
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller with any --------------- applicable bulk sales or similar Laws applicable law and Seller hereby agrees to the transactions contemplated herebyindemnify buyer from any liability thereunder.
Appears in 2 contracts
Samples: Execution Copy (Medical Resources Inc /De/), Asset Purchase Agreement (Medical Resources Inc /De/)
Bulk Sales Laws. Except as provided in Section 9.2(e), the Purchaser waives and the Sellers hereby waive compliance by Seller the Sellers and the Purchaser with any the bulk sales or Laws and any other similar Laws in any applicable to jurisdiction in respect of the transactions contemplated herebyby this Agreement and the Ancillary Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (New Media Investment Group Inc.)
Bulk Sales Laws. Purchaser hereby waives compliance by any Seller with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Purchased Assets to Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Orleans Homebuilders Inc)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller and its Subsidiaries with the requirements and provisions of any bulk sales or similar "bulk-transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Odd Job Stores Inc), Asset Purchase Agreement (Odd Job Stores Inc)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller Sellers with the requirements and provisions of any bulk sales or similar "bulk-transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Acquired Assets to Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Brookdale Senior Living Inc.)
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller Sellers with any --------------- applicable bulk sales or similar Laws applicable law and Sellers hereby agree to the transactions contemplated herebyindemnify Buyer from any liability thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medical Resources Inc /De/)
Bulk Sales Laws. Purchaser hereby waives compliance by any requirement that Seller comply with any bulk sales or similar Laws laws applicable to the transactions contemplated hereby.
Appears in 1 contract
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller with the requirements of any bulk sales or similar bulk transfer Laws applicable to the transactions contemplated herebyherein.
Appears in 1 contract
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller Sellers and their Affiliates with the requirements and provisions of any bulk sales or similar Laws "bulk-transfer" laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all or the Purchased Assets to Buyer.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Media General Inc)
Bulk Sales Laws. Purchaser waives Purchasers hereby waive compliance by Seller Asset Sellers with any the provisions of the “bulk sales laws” of any state or similar Laws other jurisdiction which may be applicable to the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement (Gsi Group Inc)
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller with the provisions of any bulk sales sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Acquired Assets to Buyer.
Appears in 1 contract
Bulk Sales Laws. Purchaser waives compliance by Seller, and Seller waives compliance by Purchaser, with the provisions of any applicable bulk sales sales, fraudulent conveyance or similar Laws applicable to other law for the transactions contemplated herebyprotection of creditors.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vlasic Foods International Inc)
Bulk Sales Laws. Purchaser waives compliance by Seller Sellers, and Sellers waive compliance by Purchaser, with the provisions of any applicable bulk sales sales, fraudulent conveyance or similar Laws applicable to other law for the transactions contemplated herebyprotection of creditors.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vlasic Foods International Inc)
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller with the requirements of any applicable bulk sales or similar bulk transfer Laws in any jurisdiction that may be applicable to the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Bulk Sales Laws. Purchaser hereby waives compliance by Seller AIG, Sellers and each of their respective Affiliates with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of any or all of the Purchased Assets to Purchaser.
Appears in 1 contract
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller the Company with any applicable bulk sales sale or similar Laws applicable bulk transfer laws of any jurisdiction in connection with the sale of the Business and the Purchased Assets to the transactions contemplated hereby.Buyer. Table of Contents
Appears in 1 contract
Samples: Asset Purchase Agreement (Macrovision Solutions CORP)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller the Sellers with the requirements and provisions of any bulk sales or similar “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale and transfer of any or all of the Purchased Assets to Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Macquarie Infrastructure CO LLC)
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller with any applicable bulk sales or similar Laws applicable to the transactions contemplated herebylaw by Seller.
Appears in 1 contract
Bulk Sales Laws. Purchaser Buyer waives compliance by the Seller with any --------------- applicable bulk sales or similar Laws applicable law and the Seller and Stockholder hereby agree to the transactions contemplated herebyindemnify Buyer from any liability thereunder.
Appears in 1 contract
Bulk Sales Laws. Purchaser hereby waives compliance by Seller in connection with the Transaction, with the provisions of any applicable bulk sales or similar Laws applicable to the transactions contemplated hereby.Law. Section 6.7
Appears in 1 contract
Samples: Transition Services Agreement (Foundation Building Materials, Inc.)
Bulk Sales Laws. Purchaser waives Purchasers waive compliance by Seller Sellers with (a) any bulk sales or similar Laws applicable laws and (b) any state, local or foreign Tax laws that may require notification of state or foreign governmental authorities and related actions in respect of bulk sales of assets outside of the ordinary course of business, in each case as such laws may apply to the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Bulk Sales Laws. Purchaser hereby waives compliance by Seller and its Subsidiaries with any applicable bulk sales or similar Laws applicable to Legal Requirements in connection with the transactions contemplated herebyby this Agreement, and Seller shall indemnify and hold Purchaser harmless against any Liabilities resulting from such non-compliance.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wright Medical Group Inc)
Bulk Sales Laws. Purchaser hereby waives compliance by Seller with any the provisions of the “bulk sales sales”, “bulk transfer” or similar Laws applicable to the transactions contemplated herebylaws of any state.
Appears in 1 contract
Samples: Permethrin Asset Sale Agreement (American Vanguard Corp)
Bulk Sales Laws. Purchaser Buyer hereby waives compliance by Seller Seller, in connection with any bulk sales or similar Laws applicable to the transactions contemplated hereby, with the provisions of any applicable bulk sales, bulk transfer, or other similar applicable laws.
Appears in 1 contract
Samples: Asset Purchase Option Agreement (WTNH Broadcasting Inc)
Bulk Sales Laws. Purchaser The Purchasers waives compliance by Seller the Sellers with any bulk sales or similar applicable Bulk Sales Laws applicable in connection with the Contemplated Transactions; provided, however, that the Sellers hereby agree to indemnify the transactions contemplated herebyPurchasers for any liability resulting from such non-compliance in accordance with Section 6.2 hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Atari Inc)
Bulk Sales Laws. Seller and Purchaser each waives compliance by Seller with any bulk sales or similar Laws filings otherwise required by applicable to law as a result of the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Overseas Partners LTD)
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller, and Seller waives compliance by Buyer, with any the provisions of the “bulk sales sales”, “bulk transfer” or similar laws of any state, other than any Laws applicable to which would exempt any of the transactions contemplated herebyby this Agreement from any Tax liability which would be imposed but for such compliance.
Appears in 1 contract
Bulk Sales Laws. Purchaser waives Purchasers and Sellers hereby waive compliance by Seller the other with the provisions of any bulk sales sales, bulk transfer or similar Laws laws of any jurisdiction that may otherwise be applicable with respect to the transactions contemplated herebysale of all or any portion of the Real Property to Purchasers.
Appears in 1 contract
Bulk Sales Laws. Purchaser Buyer waives compliance by Seller with the provisions of any and all bulk sales or and similar Laws laws applicable to the transactions contemplated herebythis transaction.
Appears in 1 contract
