Common use of Bulk Sales Laws Clause in Contracts

Bulk Sales Laws. Buyer and Seller each hereby waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive waives compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyer and hold Buyer it harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates affiliate as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and the Seller each hereby waive compliance by the Seller with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any state. The Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any a failure to comply with any such "bulk sales", ," "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer Purchaser and Seller each hereby waive compliance by Seller with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each The Purchaser hereby waive waives compliance by the Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any statejurisdiction and all bulk sales tax provisions in all states. The Seller agrees to and the Parent shall indemnify the Purchaser and hold Buyer it harmless from and against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer the Purchaser or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each Buyers hereby waive compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify Buyers and hold Buyer them harmless against from any and all claimsloss, lossescost, damagesdamage and expense (including but not limited to, liabilities, costs and expenses incurred reasonable attorney's fees) sustained by Buyer or any of its Affiliates Buyers as a result of any failure of Seller to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. The Buyer and Seller each of the Sellers each hereby waive compliance by each such Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Sellers and Buyer and Seller each hereby waive compliance by Seller with the provisions of any applicable bulk sales law; provided, however, that Sellers agree to pay and discharge when due or to contest or litigate all claims of creditors which could be asserted against Buyer or the "bulk sales"Purchased Assets by reason of such noncompliance, "bulk transfer" or similar laws of any state. Seller agrees and to indemnify indemnify, defend and hold harmless Buyer harmless from and against any and all such claims, losses, damages, liabilities, costs and expenses incurred to take promptly all necessary action to remove any Lien which may be placed on the Purchased Assets by Buyer or any reason of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar lawsnoncompliance.

Bulk Sales Laws. Buyer and Seller each Purchaser hereby waive waives compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer Purchaser harmless against any and all claims, losses, damages, liabilities (including tax liabilities), costs and expenses incurred by Buyer Purchaser or any of its Affiliates affiliates or successors as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive compliance by Seller with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer Each of Buyers and Seller each Sellers hereby waive waives compliance by Seller Sellers with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any state. Seller agrees Sellers agree to indemnify indemnify, defend and hold Buyer Buyers harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer Buyers or any of its Affiliates affiliates (including, without limitation, reasonable attorneys' fees and court and other costs) as a result of any failure to comply with any such "bulk sales", ," "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each Purchaser hereby waive waives compliance by Seller with the provisions of the "any applicable bulk sales"sales laws, "bulk transfer" or similar laws of any state. and Seller hereby agrees to indemnify and hold Buyer save Purchaser harmless against any and all claimslosses or expenses, lossesspecifically including, damagesbut not limited to, liabilitiesattorneys' fees, costs and expenses incurred by Buyer arising from or any of its Affiliates as a result of any failure to comply in connection with any such "bulk sales", "bulk transfer" or similar lawsnon-compliance.

Bulk Sales Laws. Buyer and Seller each hereby waive compliance by Seller with the provisions provision of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive waives compliance by Seller and Parent with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees and Parent, on one hand, and Buyer, on the other hand, agree to indemnify and hold Buyer the other harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer such party or any of its Affiliates affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Each of Buyer and Seller each Sellers hereby waive waives compliance by Seller Sellers with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any stateprovince. Seller agrees Sellers agree to indemnify indemnify, defend and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates affiliates (including, without limitation, reasonable attorneys' fees and court and other costs) as a result of any failure to comply with any such "bulk sales", ," "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each Purchaser hereby waive waives compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws sales Law of any state. state or foreign jurisdiction, and Seller agrees to indemnify Purchaser against and hold Buyer Purchaser harmless against from any and all claims, lossesdemands, damages, liabilities, costs liabilities and expenses incurred by Buyer obligations arising out of the failure or any alleged failure of its Affiliates as a result of any failure Seller to comply with any such "bulk sales", "bulk transfer" or similar lawslaw in respect of the sale of the Acquired Assets to Purchaser.

Bulk Sales Laws. Buyer and Seller each hereby waive compliance by Seller with the provisions of the "bulk salesBULK SALES", "bulk transferBULK TRANSFER" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive compliance by --------------- Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilitiesliabilities (other than the Assumed Liabilities), costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive waives compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or similar laws of any state. Seller agrees Seller, on one hand, and Buyer, on the other hand, agree to indemnify and hold Buyer the other harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer such party or any of its Affiliates affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller Sellers each hereby waive compliance by Seller Sellers with the provisions of the "bulk sales", ," "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer state or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar lawsother jurisdiction.

Bulk Sales Laws. Buyer Buyers and Seller each hereby waive compliance by Seller with the provisions provision of the "bulk sales", ," "bulk transfer" or similar laws of any state. Seller agrees to indemnify and hold Buyer harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer or any of its Affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.

Bulk Sales Laws. Buyer and Seller each hereby waive waives compliance by Seller and the Seller Subs with the provisions of the "bulk sales", "bulk transfer" or similar laws of any statestate or Non-United States jurisdiction. Seller agrees and Buyer, agree to indemnify and hold Buyer the other harmless against any and all claims, losses, damages, liabilities, costs and expenses incurred by Buyer such party or any of its Affiliates affiliates as a result of any failure to comply with any such "bulk sales", "bulk transfer" or similar laws.