Common use of Bulk Sales Clause in Contracts

Bulk Sales. The parties hereto waive compliance with the provisions of any bulk sales law applicable to the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer harmless from and against all claims asserted against the Purchased Assets or Buyer pursuant to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereunder.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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Bulk Sales. The parties hereto waive Purchaser hereby waives compliance by Seller with the provisions of any the bulk sales law applicable to the transactions contemplated herebylaws of any jurisdiction, andif applicable, notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer harmless from and against all claims asserted against the Purchased Assets or Buyer pursuant to such bulk sales laws. provided that Seller agrees to pay timely its account indemnify Purchaser for claims of creditors of Seller with respect to liabilities not being expressly assumed by Buyer hereunderPurchaser pursuant to this Agreement.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Network Computing Devices Inc), Asset Purchase Agreement (Entertainment Games, Inc.), Asset Purchase Agreement (Televideo Inc)

Bulk Sales. The parties hereto waive Buyer hereby waives compliance with the provisions of any applicable "bulk sales law" or similar law applicable to the transactions contemplated herebyby Seller, and, notwithstanding anything else in this Agreement to the contrary, and Seller shall indemnify and hold Buyer harmless against any liability under any such laws for losses resulting from and against all claims asserted against non-compliance therewith or Seller's application of the Purchased proceeds of the sale of Assets or Buyer pursuant to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed contemplated by Buyer hereunderthis Agreement.

Appears in 6 contracts

Samples: Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc)

Bulk Sales. The parties hereto waive compliance with the provisions of any bulk sales law applicable to the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer harmless from and against all claims asserted against the Purchased Assets or the Buyer pursuant to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereunder.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)

Bulk Sales. The Seller and the Buyer hereby waive compliance by the parties hereto waive compliance with the provisions of any applicable bulk sales law applicable (to the transactions contemplated herebyextent compliance therewith is required), and, notwithstanding anything else in this Agreement and the Seller covenants to the contrary, Seller shall hold Buyer harmless from pay and against discharge when due all claims of creditors which are asserted against the Purchased Assets or Buyer pursuant by reason of such noncompliance to the extent such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities are not being assumed by Buyer hereunderotherwise Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (ZBB Energy Corp)

Bulk Sales. The parties hereto Buyer, on the one hand, and Seller, on the other hand, each agree to waive compliance by the other with the provisions of any bulk sales law applicable to of any jurisdiction in connection with the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, . Seller shall hereby does indemnify and hold Buyer harmless from and against all against, and shall pay and reimburse Buyer for, any cost, expense (including reasonable attorneys' fees) or liability resulting from the claims asserted against the Purchased Assets or Buyer pursuant of creditors with respect to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereunderThis Section 21.7 shall survive the Closing indefinitely.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Foster L B Co)

Bulk Sales. The parties hereto waive compliance with the provisions of any bulk sales law applicable to the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer Buyers harmless from and against all claims asserted against the Purchased Assets or Buyer the Buyers pursuant to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer Buyers hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clearview Cinema Group Inc)

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Bulk Sales. The parties hereto waive compliance with the provisions of any applicable bulk sales law applicable to the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, law. Seller and Seller's Shareholders jointly and severally shall indemnify and hold Buyer harmless from any loss, liability, damage, cost or expense (including reasonable attorney's fees and against all claims asserted against expenses) incurred by Buyer as a result of any liability to which Buyer may become subject because the Purchased Assets or Buyer pursuant to such transactions contemplated by this agreement are being effected without compliance with the bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereunderlaw or any similar statute in any jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Network Event Theater Inc)

Bulk Sales. The parties hereto waive Buyer hereby waives compliance for Seller and its Affiliates with the provisions of any the bulk sales law laws applicable to the transactions contemplated hereby, and, notwithstanding anything else transfers described in this Agreement to the contrary, Agreement. Seller shall indemnify and hold harmless Buyer harmless from against any and all liabilities which may be enacted by third parties against all claims asserted against the Purchased Assets or Buyer pursuant to as a result of such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereundernoncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (TREES Corp (Colorado))

Bulk Sales. The parties hereto hereby waive compliance with any applicable law governing bulk sales. Buyer agrees to indemnify, defend and hold harmless Seller from and against all loss, cost or expenses, resulting from the assertion of claims made against the Assets sold hereunder or against Seller by creditors under any bulk sales law with respect to liabilities and obligations of Seller assumed by Buyer hereunder, such indemnity to be in accordance with the provisions of any bulk sales law applicable to the transactions contemplated hereby, and, notwithstanding anything else in this Agreement to the contrary, Seller shall hold Buyer harmless from and against all claims asserted against the Purchased Assets or Buyer pursuant to such bulk sales laws. Seller agrees to pay timely its account creditors with respect to liabilities not being assumed by Buyer hereunderArticle VII hereof.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Tenera Inc)

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