Common use of Bulk Transfer Laws Clause in Contracts

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15.

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, Buyer hereby waives compliance by Seller Sellers with the provisions of any so-called bulk transfer laws Bulk Transfer Law of any jurisdiction in connection with the purchase and sale of the Purchased Assetstransactions contemplated hereby. Seller Sellers shall indemnify and hold harmless Buyer harmless from against any Losses and all liabilities which may be asserted by third parties against Buyer as a result of noncompliance with any such Bulk Transfer Law, other than liabilities which Buyer may incur due shall have expressly assumed pursuant to failure to so comply in accordance with Section 15this Agreement.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called "bulk transfer laws law" (including those applicable to Taxes) of any jurisdiction in connection with the purchase and sale Transaction. In accordance with the terms of the Purchased Assets. Section 11.1, Seller shall agrees to indemnify and hold harmless Buyer harmless from and against any and all Losses which (as defined in Section 11.1) that may be asserted by third parties against Buyer may incur due to failure to so comply in accordance as a result of noncompliance with Section 15any such bulk transfer law.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller and its Affiliates with the provisions of any so-called "bulk transfer laws law" of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15Acquired Business.

Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller Sellers with the provisions of any so-called "bulk transfer laws law" of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due Acquired Assets to failure to so comply in accordance with Section 15Purchaser.

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, the Buyer hereby waives compliance by the Seller with the provisions of any so-called bulk transfer laws law of any jurisdiction in connection with the purchase and sale of the Purchased Assetstransactions contemplated hereby. Seller shall indemnify hereby indemnifies and agrees to hold Buyer harmless from and against any Losses which and all liabilities, losses, damages, costs and expenses, including reasonable counsel fees, reasonably and proximately incurred or sustained by Buyer may incur due to failure to so comply in accordance with Section 15such non-compliance.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller and Parent with the provisions of any so-called bulk transfer laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the purchase and sale transfer of the Purchased Assets. Assets to Buyer; PROVIDED, HOWEVER, that Seller and Parent shall indemnify indemnify, defend and hold Buyer and its affiliates and representatives harmless from and against any and all Losses which Buyer may incur due (as defined in SECTION 10.3) directly or indirectly arising out of, or resulting from, or relating to any failure to so comply in accordance with Section 15such laws.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with any laws relating to bulk transfers and bulk sales applicable to the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15transactions contemplated by this Agreement.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Notwithstanding anything to the contrary in Section 10, Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to the failure to so comply in accordance with Section 15comply.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. ; provided, however, that in accordance with Section 15, Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15such laws.

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws Bulk Transfer Law of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15transactions contemplated hereby.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called applicable bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assetslaws. Seller shall indemnify Buyer for any and hold all costs or expenses that Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15incurs as a result of this waiver.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller and its Affiliates with any laws relating to bulk transfers and bulk sales applicable to the provisions transactions contemplated by this Agreement. Seller will indemnify Buyer from any third party Actions arising out of any so-called or related to the failure of Seller and Seller's Affiliates to comply with such bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15bulk sales laws.

Bulk Transfer Laws. Buyer hereby waives compliance waive compliances by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15.

Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions provision of any so-so called bulk transfer laws Bulk Transfer Laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall The Sellers hereby indemnify and hold Buyer harmless from the Purchaser against any Losses and all liabilities which Buyer may incur due to failure to so comply in accordance be asserted by third parties against the Purchaser as a result of non-compliance with Section 15any such Bulk Transfer Laws.

Bulk Transfer Laws. Buyer In consideration of the indemnity contained in Section 10.2(a)(iv), Purchaser hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws Laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the purchase and sale transfer of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due Assets to failure to so comply in accordance with Section 15Purchaser ("BULK TRANSFER LAWS").

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify indemnify, defend and hold Buyer harmless (subject to ARTICLE XIIJ) from any Losses which Buyer may incur due to failure to so comply in accordance with Section 1513.02(iv).

Bulk Transfer Laws. Buyer The Purchaser hereby waives compliance by the Seller with the provisions of any so-called applicable bulk sale or bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased AssetsAssets to the Purchaser (other than any obligations with respect to the application of the proceeds herefrom). Pursuant to Article VI, the Seller shall has agreed to indemnify the Purchaser against any and hold Buyer harmless from all liabilities which may be asserted by third parties against the Purchaser as a result of the Seller's noncompliance with any Losses which Buyer may incur due to failure to so comply in accordance with Section 15such law.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called applicable bulk sale or bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Transferred Assets to Buyer; PROVIDED, HOWEVER, that nothing in this Section 1.9 shall be construed (a) as an indication that Buyer or Seller shall indemnify and hold Buyer harmless from has determined that any Losses which Buyer may incur due bulk sale or transfer law is applicable to failure the sale of the Transferred Assets or (b) to so comply in accordance with Section 15undermine Seller's absolute obligation to pay any liabilities retained by it hereunder.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called "bulk transfer laws law" of any jurisdiction in connection with the purchase and sale of the Purchased AssetsAcquired Assets to Buyer. In accordance with the terms of Section 7.1, Seller shall agrees to indemnify and hold harmless Buyer harmless from and against any and all Losses which (as defined in Section 7.1) that may be asserted by third parties against Buyer may incur due to failure to so comply in accordance as a result of noncompliance with Section 15any such bulk transfer law.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify indemnify, defend and hold Buyer harmless (subject in all respects to Article XIII) from any Losses which that Buyer may incur due to failure to so comply in accordance with Section 1513.02(d).

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with any laws relating to bulk transfers and bulk sales applicable to the provisions transactions contemplated by this Agreement. Seller will indemnify Buyer from any third party Actions arising out of any so-called or related to the failure of Seller to comply with such bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15bulk sales laws.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with which may be applicable to the purchase and sale transfer of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply assets described in accordance with Section 15this Contract.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assetstransactions contemplated by this Agreement. Seller Buyer shall indemnify and hold Buyer harmless from each Seller Indemnitee against any Losses which Buyer and all liabilities that may incur due to failure to so comply in accordance be asserted by third parties against such Seller Indemnitee as a result of noncompliance by Seller with Section 15any such bulk transfer law.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Notwithstanding anything to the contrary in Section 11, Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to the failure to so comply in accordance with Section 15comply.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify indemnify, defend and hold Buyer harmless (subject in all respects to ARTICLE XIV) from any Losses which that Buyer may incur due to failure to so comply in accordance with Section 1514.02(d).

Bulk Transfer Laws. Buyer Seller and Purchaser hereby waives waive compliance by Seller with the provisions of any so-called applicable bulk transfer laws, or any other similar laws ("Bulk Transfer Laws"), and Seller hereby agrees to defend, indemnify, and hold harmless Purchaser from and against any costs, expenses, liability or claims by any person arising out of or due to the failure to comply with such Bulk Transfer Laws, including, without limitation, any jurisdiction in connection with the purchase and sale claims by any person against all or any part of the Purchased Mass-Market Assets. Seller shall indemnify and hold Buyer harmless from , but excluding any Losses which Buyer may incur due to failure to so comply in accordance with Section 15Mass-Market Liabilities.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15comply.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions any applicable "bulk transfer law" of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. jurisdiction; provided, that Seller shall agrees to indemnify and hold harmless Buyer harmless from with respect to any Losses which Buyer may incur due to failure to so comply in accordance noncompliance with Section 15such laws and Buyer's waiver with respect thereto.

Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Purchased Assets. Notwithstanding anything to the contrary in Section 13, Seller shall indemnify indemnify, defend and hold Buyer Purchaser harmless from any Losses losses, damages, claims, costs, and expenses which Buyer Purchaser may incur due to the failure of the parties to so comply in accordance with Section 15the provisions of any so-called bulk transfer laws.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called bulk transfer laws Laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the purchase and sale transfer of the Purchased Assets. Seller shall indemnify Assets to Buyer ("BULK TRANSFER LAWS"), and hold Buyer harmless from any Losses which Buyer may incur due no representation, warranty or covenant of Stockholder contained in this Agreement will be deemed to failure to so comply in accordance with Section 15have been breached as a result of such noncompliance.