Common use of Bulk Sales Laws Clause in Contracts

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable bulk sale or bulk transfer laws of any jurisdiction in respect of connection with the transactions contemplated by this Agreement sale and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any transfer of the Purchased Assets by reason of such noncomplianceto Buyer.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Asset Purchase Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceAgreement.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against any member of the Seller Group, Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due any or all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason to Purchaser, it being understood that any Liabilities arising out of such noncompliancethe failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws shall be Excluded Liabilities.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due any or all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason to Purchaser (and Purchaser agrees that such non-compliance, and any event or circumstance arising out of, relating to or resulting from such non-compliance, does not and will not constitute a breach of such noncomplianceany representation, warranty, covenant or agreement of Seller in this Agreement).

Bulk Sales Laws. Subject to all other terms of this Agreement, Dentsply and Buyer and Seller hereby each waive compliance by Buyer and Seller with the any bulk sales Law and any other similar Laws in any laws applicable jurisdiction in respect to the sale of the transactions contemplated by this Agreement and Assets or the Ancillary Agreementstransfer of the Business to Buyer; provided, however, that Seller Sellers shall pay and discharge when due any and all claims of creditors in existence prior to Closing, which were not disclosed in any Schedule and which could be asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliancenon-compliance.

Bulk Sales Laws. Each of Buyer and Seller hereby waive compliance by Buyer and Seller with the provisions of any “bulk sales transfer” or “bulk sales” or similar Applicable Law and of any other similar Laws in any applicable jurisdiction in respect of connection with the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller Agreement. Buyer shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove not withhold any Lien which may be placed upon any portion of the Purchased Assets by reason of Purchase Price based on such noncompliancenon-compliance.

Bulk Sales Laws. The Buyer and the Seller hereby waive compliance by the Buyer and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the Seller shall pay and discharge when due all claims of creditors asserted against the Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Related Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such any noncompliance on Seller’s part, and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such Seller’s noncompliance.

Bulk Sales Laws. Buyer The Purchaser and the Seller hereby waive compliance by Buyer the Purchaser and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law laws and any other similar Laws in laws of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of any or all of the transactions contemplated by this Agreement Purchased Assets and the Ancillary AgreementsBusiness to Buyer; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or Buyer, the Purchased Assets or the Business by reason of such noncompliance and shall promptly take promptly all necessary actions required to remove any Lien Encumbrance which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer The Purchaser and Seller the Sellers hereby waive compliance by Buyer the Sellers and Seller the Purchaser with the bulk sales Law Laws and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. To the extent permitted by Law, the Buyer and the Seller hereby waive compliance by the Buyer and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that . The Seller shall pay agrees to indemnify and discharge when due hold Buyer harmless from and against any and all claims of creditors asserted against Losses incurred by the Buyer or any of its Affiliates as the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any transferee of the Purchased Assets by reason as a result of any failure to comply with any such noncompliancebulk sales Law or similar Laws with respect to the Purchased Assets.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and sales, bulk transfer, or similar laws of any other similar Laws in jurisdiction that may otherwise be applicable with respect to the sale of any applicable jurisdiction in respect or all of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Conveyed Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceBuyer.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer Purchaser and Seller with the bulk sales Law Bulk Sales Laws and any other similar Laws Legal Requirement in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary other Transaction Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer Purchaser or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer The Purchaser and the Seller hereby waive compliance by Buyer the Purchaser and the Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.. 6.4

Bulk Sales Laws. Buyer and Seller Sellers hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due any or all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason to Buyer; it being understood that any Liabilities arising out of such noncompliancethe failure of Sellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction shall be treated as Excluded Liabilities.

Bulk Sales Laws. Subject to all other terms of this Agreement, Seller and Buyer and Seller hereby each waive compliance by Buyer and Seller with the any bulk sales Law and any other similar Laws in any laws applicable jurisdiction in respect to the sale of the transactions contemplated by this Agreement and Assets or the Ancillary Agreementstransfer of the FPBU to Buyer; provided, however, that Seller shall will pay and discharge when due due, and fully defend and indemnify Buyer from, any and all claims of creditors which could be asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance, other than Assumed Liabilities.

Bulk Sales Laws. Buyer and the Seller Group hereby waive compliance by Buyer and the Seller Group with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the Seller Group shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Bulk Sales Laws. Buyer and Seller Sellers hereby waive compliance by Buyer and Seller with the provisions of any bulk sales Law and any other sales, bulk transfer or similar Laws in of any jurisdiction that may otherwise be applicable jurisdiction in with respect to the sale of any or all of the transactions contemplated by this Agreement and the Ancillary AgreementsAcquired Assets to Buyer; provided, however, it being understood that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any Liabilities arising out of the Purchased Assets by reason failure of such noncomplianceSellers to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction Liabilities shall be treated as Retained Liabilities.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, it being understood that such waiver shall not impose on Buyer any responsibility for any Taxes arising from the Pre-Closing Period for which Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceis liable in accordance with this ARTICLE VI.

Bulk Sales Laws. Buyer and Seller hereby waive compliance by Buyer and Seller with the bulk sales Law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, it being understood that such waiver shall not impose on Buyer any responsibility for any Taxes arising from the Pre-Closing Period for which Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any of the Purchased Assets by reason of such noncomplianceis liable in accordance with this Section 6.

Bulk Sales Laws. Buyer Purchaser and Seller hereby waive compliance by Buyer Purchaser and Seller with the bulk sales Law laws and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement hereby and the Ancillary Agreements; provided, however, that Seller shall pay and discharge when due all claims of creditors asserted against Buyer or the Purchased Assets by reason of such noncompliance and shall take promptly all necessary actions required to remove any Lien which may be placed upon any other Transaction Documents. Any Liabilities arising out of the Purchased Assets by reason failure of such noncomplianceSeller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.