Common use of Bulk Transfer Laws Clause in Contracts

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 11 contracts

Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co), Assignment and Assumption Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Digirad Corp)

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Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 6 contracts

Samples: Membership Interest Purchase Agreement (Comstock Inc.), Asset Purchase Agreement (1847 Holdings LLC), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer. Seller shall indemnify and hold Buyer harmless from, against and in respect of (and shall reimburse Buyer for) any and all liabilities that may be asserted by third parties against Buyer as a result of noncompliance with any such bulk transfer law.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Biotech Spinco, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates and/or the Share Selling Affiliate with the provisions of any so-called “applicable bulk sale or bulk transfer law” Laws of any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Chemtura CORP), Share and Asset Purchase Agreement

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to PurchaserBuyer.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Sagent Pharmaceuticals, Inc.), Asset Purchase Agreement (DR Reddys Laboratories LTD)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 5 contracts

Samples: Termination and General Release Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (King Pharmaceuticals Inc), Asset Purchase Agreement (Warner Chilcott PLC)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law” transfer" Law of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 4 contracts

Samples: Asset Purchase Agreement (JPS Automotive Products Corp), Asset Purchase Agreement (Safety Components International Inc), Asset Purchase Agreement (Waxman Usa Inc)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates and/or any other member of the Seller Group with the provisions of any so-called “applicable bulk sale or bulk transfer law” Laws of any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Icu Medical Inc/De), Asset Purchase Agreement (Bemis Co Inc), Asset Purchase Agreement (Exopack Holding Corp)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Parties or their Affiliates with the provisions of any so-called bulk sales or bulk transfer law” Law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Buyer hereunder; provided, however, that, the Seller Parties will be liable and indemnify the Buyer for any liability arising from the Seller Parties’ non-compliance with any such Law.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Lin Television Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets Purchased Assets. Seller agrees to Purchaserindemnify Buyer against all liability, damage or expense which Buyer may suffer due to the failure to so comply or to provide notice required by any such law.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Casual Male Retail Group Inc), Asset Purchase Agreement (Compuware Corp), Asset Purchase Agreement (Minntech Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates any other member of the Seller Group with the provisions of any so-so called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAcquisition.

Appears in 4 contracts

Samples: Pulpwood Supply Agreement (Weyerhaeuser Co), Assignment and Assumption Agreement (International Paper Co /New/), Purchase Agreement (International Paper Co /New/)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaserthe Buyer.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Atlantic Broadband Finance, LLC), Asset Purchase Agreement (Ems Technologies Inc), Asset Purchase Agreement (Ingevity Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Business Assets to PurchaserBuyer (other than any obligations with respect to the application of the proceeds therefrom). Pursuant to Section 18.2.1, Seller has agreed to indemnify Buyer against any and all liabilities that may be asserted by third parties against Buyer as a result of Seller’s noncompliance with any such law.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates the Sellers with the provisions of any so-called bulk transfer law” of law in any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated hereby.

Appears in 3 contracts

Samples: Asset and Equity Interest Purchase Agreement (Johnsondiversey Inc), Asset and Equity Interest Purchase Agreement (Johnsondiversey Inc), Asset and Equity Interest Purchase Agreement (Johnsondiversey Holdings Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to PurchaserBuyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Sagent Pharmaceuticals, Inc.), Asset Purchase Agreement (Impax Laboratories Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its the Seller Affiliates with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAcquisition.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Hormel Foods Corp /De/), Asset Purchase Agreement (McCormick & Co Inc), Asset Purchase Agreement (Pinnacle Foods Inc.)

Bulk Transfer Laws. Purchaser Buyers hereby waives waive compliance by Seller and its Affiliates Sellers with any applicable bulk transfer laws including, without limitation, the bulk transfer provisions of any so-called “bulk transfer law” the Uniform Commercial Code of any jurisdiction in connection with state, or any similar statute that may be applicable to the sale or transfer of the Acquired Assets hereunder with respect to Purchaserthe transactions contemplated hereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Health Management Systems Inc), Asset Purchase Agreement (Health Management Systems Inc), Asset Purchase Agreement (GHS Inc)

Bulk Transfer Laws. Notwithstanding anything else to the contrary in this Agreement, Purchaser hereby waives compliance by Seller and its Affiliates with the requirements and provisions of any so“bulk-called “bulk transfer lawtransferLaws of any jurisdiction in connection that may otherwise be applicable with respect to the sale of any or all of the Acquired Purchased Assets to Purchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Women First Healthcare Inc), Asset Purchase Agreement (Insilco Corp/De/), Asset Purchase Agreement (Georgia Gulf Corp /De/)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAssets.

Appears in 3 contracts

Samples: Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (American Cellular Corp /De/)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserSale.

Appears in 3 contracts

Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.), Asset Purchase Agreement (Glatfelter P H Co)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets and Seller shall indemnify the Indemnitees from and against any Losses with respect to Purchaserthe failure to comply therewith.

Appears in 3 contracts

Samples: Transaction Agreement (Congressional Effect Family of Funds), Asset Purchase Agreement (BigCommerce Holdings, Inc.), Transaction Agreement (PSP Family of Funds)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk sales, bulk transfer law” or other similar Laws of any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: License Purchase Agreement, License Purchase Agreement (DISH Network CORP), License Purchase Agreement (T-Mobile US, Inc.)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (NCR Corp), Asset Purchase Agreement (NCR Corp), Asset Purchase Agreement (Coinstar Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer.

Appears in 3 contracts

Samples: Product Transfer Agreement (Hi Tech Pharmacal Co Inc), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-so called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaserthe Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (A. H. Belo Corp), Asset Purchase Agreement (A. H. Belo Corp), Asset Purchase Agreement (New Media Investment Group Inc.)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Parties, LIN or their respective Affiliates with the provisions of any so-called bulk sales or bulk transfer law” law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Buyer hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Lin Television Corp), Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc)

Bulk Transfer Laws. Purchaser The Acquiror hereby waives compliance by the Seller and its Affiliates Subsidiaries with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Acquiror.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Kv Pharmaceutical Co /De/)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by Seller the Sellers and its their respective Affiliates with the provisions of any so-called “bulk sales, bulk transfer law” or other similar Laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserTransaction.

Appears in 3 contracts

Samples: Asset Purchase Agreement (T-Mobile US, Inc.), Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (SPRINT Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAssets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Converted Organics Inc.), Asset Purchase Agreement (Imation Corp), Asset Purchase Agreement (Converted Organics Inc.)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale acquisition of the Acquired Purchased Assets to Purchaserby Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cytrx Corp), Asset Purchase Agreement (Orphazyme a/S), Asset Purchase Agreement (Orphazyme a/S)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Horizon Pharma PLC), Asset Purchase Agreement (Questcor Pharmaceuticals Inc)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by Seller and its Affiliates the Sellers with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaserthe Buyer.

Appears in 2 contracts

Samples: Asset and Share Purchase Agreement (Enpro Industries, Inc), Asset Purchase Agreement (Hormel Foods Corp /De/)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to Purchaserthe Buyer hereunder. [Signatures on next page.]

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mpower Holding Corp), Asset Purchase Agreement (Mpower Holding Corp)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaserto, and the assumption of the Assumed Liabilities by, the Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (P Com Inc), Asset Purchase Agreement (Paradyne Networks Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates or Option Party with the provisions of any so-called bulk sales or bulk transfer law” law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp)

Bulk Transfer Laws. Seller and Purchaser each hereby waives compliance by Seller and its Affiliates the other with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Imation Corp), Asset Purchase Agreement (Imation Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserPurchaser or its affiliates.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BlueLinx Holdings Inc.), Asset Purchase Agreement (Georgia Pacific Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserPurchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Warner Chilcott PLC), Asset Purchase Agreement (Medicis Pharmaceutical Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates the Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Newell Brands Inc), Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates Buyer waive compliance with the provisions of any so-called “bulk transfer law” of any jurisdiction sales law or similar law in connection with the sale consummation of the Acquired Assets to Purchasertransactions contemplated herein.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Salix Pharmaceuticals LTD), Asset Purchase Agreement (Virbac Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets Purchased Assets. Seller agree to Purchaserindemnify Buyer against all Losses which Buyer may suffer due to the failure to so comply or to provide notice required by any such law.

Appears in 2 contracts

Samples: Purchase Agreement (Progressive Gaming International Corp), Purchase Agreement (Shuffle Master Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” laws of any jurisdiction in connection with the sale transactions contemplated by this Agreement. Seller warrants and agrees to pay and discharge when due all claims of the Acquired Assets to Purchasercreditors that could be asserted against Purchaser by reason of such non-compliance.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LCC International Inc), Asset Purchase Agreement (LCC International Inc)

Bulk Transfer Laws. The Purchaser hereby waives compliance by Seller and its Affiliates the Sellers with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to the Purchaser, including the delivery of any clearance certificate under section 99 of the Social Services Act (British Columbia).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pope & Talbot Inc /De/), Asset Purchase Agreement (Pope & Talbot Inc /De/)

Bulk Transfer Laws. Purchaser The Purchasers hereby waives waive compliance by the Seller and its Affiliates with the provisions of any so-called “bulk transfer law” Laws or other similar creditor notice requirements of any jurisdiction in connection with the sale to the Purchasers of the Acquired Assets to PurchaserAssets.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Ikaria, Inc.), Sale and Purchase Agreement (Ikaria, Inc.)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to the Purchaser.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (S&P Global Inc.), Asset Purchase Agreement (White Electronic Designs Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates or any Selling Subsidiary with the provisions of any so-called bulk transfer law” Laws of any jurisdiction in connection with the sale to Buyer of the Acquired Assets Purchased Assets; provided that failure to Purchasercomply with any such bulk transfer Laws shall not change the Seller Parties’ obligation to indemnify Buyer and its Affiliates for Excluded Liabilities (including Taxes set forth in Section 2.4(f)) pursuant to Section 8.3(c).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hershey Co), Asset Purchase Agreement (B&G Foods, Inc.)

Bulk Transfer Laws. Purchaser Buyer and Seller hereby waives waive compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Transunion Corp.), Asset Purchase Agreement (TransUnion Holding Company, Inc.)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates the Selling Subsidiaries with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale to Buyer of the Acquired Assets to PurchaserAir Cargo Assets.

Appears in 2 contracts

Samples: Purchase Agreement (Aar Corp), Purchase Agreement (Teleflex Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale transfer and conveyance of the Acquired Assets to PurchaserPurchased Assets.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (PBF Logistics LP)

Bulk Transfer Laws. Notwithstanding anything else to the contrary in this Agreement, Purchaser hereby waives compliance by Seller and its Affiliates with the requirements and provisions of any so“bulk-called “bulk transfer lawtransferLaws of any jurisdiction in connection that may otherwise be applicable with respect to the sale of any or all of the Acquired Purchased Assets to Purchaser.. ​

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Buyer (other than any obligations with respect to the application of the proceeds therefrom). Pursuant to Article VIII, the Seller has agreed to indemnify the Buyer against any and all liabilities that may be asserted by third parties against the Buyer as a result of the Seller’s noncompliance with any such law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Albany International Corp /De/), Asset Purchase Agreement (MediaAlpha, Inc.)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAssets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/), Asset Purchase Agreement (YRC Worldwide Inc.)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser. Seller shall indemnify and hold harmless Purchaser against any and all liabilities that may be asserted by third parties against Purchaser as a result of noncompliance with any such bulk transfer law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capital Senior Living Corp), Asset Purchase Agreement (Capital Senior Living Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk sales or bulk transfer law” Law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (Tegna Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Affiliates Subsidiaries with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserTransferred Assets.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates Parent with the provisions of any so-called bulk transfer law” of law in any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated hereby.

Appears in 2 contracts

Samples: Temporary License Agreement (Pope & Talbot Inc /De/), Agreement of Purchase and Sale (Plainwell Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk sales, bulk transfer law” or other similar Laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserTransaction.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Shenandoah Telecommunications Co/Va/), Asset Purchase Agreement (T-Mobile US, Inc.)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Finlay Fine Jewelry Corp), Asset Purchase Agreement (Zale Corp)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “bulk transfer law” or similar law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Buyer. The Seller covenants and agrees to indemnify and hold the Buyer and its Affiliates harmless from and against any and all claims of the Seller's creditors or their representatives, agents, successors or assigns asserted against the Buyer resulting from such non-compliance.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Columbia Laboratories Inc), Asset Purchase Agreement (Columbia Laboratories Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-so called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer. Seller shall indemnify and hold Buyer harmless from, against and in respect of (and shall reimburse Buyer for) any and all liabilities that may be asserted by third parties against Buyer as a result of noncompliance with any such bulk transfer law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ikaria, Inc.), Asset Purchase Agreement (Ikaria, Inc.)

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Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by each Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Theravance Biopharma, Inc.), Asset Purchase Agreement (Cumberland Pharmaceuticals Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of transactions contemplated by this Agreement and the Acquired Assets to PurchaserAncillary Agreements.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale transactions contemplated hereby. For the avoidance of the Acquired Assets doubt, such waiver shall not impact liabilities and obligations of Seller pursuant to PurchaserSection 1.3 of this agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Acurx Pharmaceuticals, LLC), Asset Purchase Agreement (Acurx Pharmaceuticals, LLC)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates Sellers with the provisions of any so-called “bulk transfer law” laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the sale transfer of the Acquired Assets to PurchaserBuyer.

Appears in 2 contracts

Samples: Purchase Agreement (Hon Industries Inc), Purchase Agreement (Hon Industries Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaser. Seller and Parent shall indemnify Purchaser against any Damages that Purchaser may suffer due to the failure to so comply by Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Symyx Technologies Inc), Asset Purchase Agreement (Accelrys, Inc.)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates the Seller Subsidiaries with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserPurchaser to the extent such laws are applicable to the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (WideOpenWest, Inc.), Asset Purchase Agreement (WideOpenWest, Inc.)

Bulk Transfer Laws. Purchaser hereby The Buyer waives compliance by the Seller, and the Seller and its Affiliates waives compliance by the Buyer, with the provisions of any so-called “applicable bulk transfer law” sales, fraudulent conveyance or other law for the protection of any jurisdiction in connection with the sale of the Acquired Assets to Purchasercreditors.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc), Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates Sellers with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale to Buyer of the Acquired Assets to PurchaserTelair U.S. Assets.

Appears in 2 contracts

Samples: Purchase Agreement (Aar Corp), Purchase Agreement (TransDigm Group INC)

Bulk Transfer Laws. Purchaser Each Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” or similar law of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchasersuch Buyer. Any Liabilities arising out of the failure of Seller to comply with the provisions of any such “bulk transfer law” or similar Law will be treated as Excluded Liabilities.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Roundy's, Inc.), Asset Purchase Agreement (Supervalu Inc)

Bulk Transfer Laws. Each Seller and the Purchaser hereby waives waive compliance by Seller and its Affiliates the Sellers with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBulk Sales Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polaroid Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of ------------------ any so-called “bulk transfer law” of laws that may be applicable to the transactions contemplated herein and in consideration therefor Seller shall indemnify Purchaser for any jurisdiction liability that results therefrom in connection accordance with the sale of the Acquired Assets to Purchaser.Article X.

Appears in 1 contract

Samples: Acquisition Agreement (Positron Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law" of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser. Seller shall indemnify and hold harmless Purchaser against any and all liabilities, excluding Assumed Liabilities, that may be asserted by third parties against Purchaser as a result of noncompliance with any such bulk transfer law.

Appears in 1 contract

Samples: Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-so called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserInterests.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Verso Corp)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets Purchased Assets. Purchaser agrees to Purchaserindemnify Seller against all liability, damage or expense which Seller may suffer due to the failure to so comply or to provide notice required by any such law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Altair International Corp.)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer. Seller shall indemnify Buyer against any Loss or Losses (as defined in and pursuant to Section 5.2 above) which Buyer may suffer due to the failure to so comply.

Appears in 1 contract

Samples: Asset Purchase Agreement (Grow Biz International Inc)

Bulk Transfer Laws. Purchaser The Buyers hereby waives waive compliance by Seller the Sellers and its their Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaserand the Buyers shall indemnify the Seller Indemnified Parties with respect thereto.

Appears in 1 contract

Samples: Share and Asset Purchase and Sale Agreement (Simclar Inc)

Bulk Transfer Laws. Purchaser Buyer and Seller hereby waives waive compliance by Seller and its Buyer, as applicable, and their respective Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired RK Interests and the Assets to Purchaser(collectively, the “Bulk Transfer Laws”).

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Coach Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” of law in any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Terex Corp)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Acquired Companies or any member of the Seller and its Affiliates Group with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserContemplated Transactions.

Appears in 1 contract

Samples: Master Acquisition Agreement (Motorola Inc)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “"bulk transfer law” transfer", "bulk sales" or equivalent laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer. However, the Seller agrees to indemnify the Buyer and its Affiliates, in accordance with the terms of Section 9, for any Adverse Consequences occurring due to the Seller's failure to comply with any such laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rako Capital Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” laws of any jurisdiction relating to bulk transfers that may be applicable in connection with the sale transfer of the Acquired Assets to PurchaserBuyer. This provision shall not be deemed in any way to limit the indemnity provided in Section 11.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Accumed International Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserPurchaser or its affiliates.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Georgia Pacific Corp)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Acquired Companies or each member of the Seller and its Affiliates Group with the provisions of any so-called “applicable bulk sale or bulk transfer law” Laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserContemplated Transactions.

Appears in 1 contract

Samples: Master Acquisition Agreement (Zebra Technologies Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with ------------------ any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of any so-called “bulk transfer law” the Uniform Commercial Code of any jurisdiction in connection state, or any similar statute, with respect to the sale of transaction contemplated by this Agreement; provided, however, that the Acquired Assets to PurchaserSeller hereby indemnifies the Buyer against any Losses that Buyer may incur that it would not have incurred if the Seller had complied with any such bulk sales law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Park Inc/New/)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates the Seller Subsidiaries with the provisions of any so-so called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAcquisition.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neustar Inc)

Bulk Transfer Laws. The Purchaser hereby waives compliance by Seller and its Affiliates the Sellers with the provisions of any so-called “applicable bulk sale or bulk transfer law” Laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserPurchased Assets.

Appears in 1 contract

Samples: Assumption Agreement

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer law” transfer" law of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mestek Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser; provided that such waiver shall not affect the obligation of Seller under Section 8.01 to indemnify Purchaser for the Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement      asset Purchase Agreement (SCP Pool Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Purchased Assets to PurchaserBuyer.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Emrise CORP)

Bulk Transfer Laws. Purchaser and Seller each hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserAcquisition.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Potlatchdeltic Corp)

Bulk Transfer Laws. Purchaser hereby Buyer waives compliance by Seller Sellers with any laws relating to bulk transfers and its Affiliates with bulk sales applicable to the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Sale and Purchase (Prestige Brands Holdings, Inc.)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by Seller the Company and its Affiliates Subsidiaries with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale to the Buyer of the Acquired Assets to PurchaserAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rheometric Scientific Inc)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets and Seller shall indemnify the Indemnified Parties of Buyer with respect hereto; provided, however, in any claim for indemnification by Buyer against Seller pursuant to Purchaserthis section, such claim shall be in all cases subject to the provisions of Section 7.2 of this Agreement.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Avanex Corp)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaser.Buyer. [ Remainder of page left blank ]

Appears in 1 contract

Samples: Asset Purchase Agreement (Transgenomic Inc)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates with the provisions requirements of any so-called “all applicable bulk sale, bulk transfer law” of or similar laws in any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransaction contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphatec Holdings, Inc.)

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Acquired Companies and each member of the Seller and its Affiliates Group with the provisions of any so-called “applicable bulk sale or bulk transfer law” Laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserContemplated Transactions.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Usg Corp)

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the Seller and its Affiliates with the provisions of any so-called “bulk transfer law” (including without limitation bulk transfer laws relating to Taxes) of any jurisdiction in connection with the sale of the Acquired Assets to Purchaserthe Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Purchased Assets to Purchaserthe Company.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Telvent Git S A)

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “applicable bulk sale or bulk transfer law” laws of any jurisdiction in connection with the sale of the Acquired Assets to PurchaserBuyer hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pac-West Telecomm Inc)

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