Common use of Waiver of Bulk Sales Laws Clause in Contracts

Waiver of Bulk Sales Laws. Buyer and Seller each waive compliance with the bulk sales Applicable Laws and any other similar Applicable Laws (including state Tax Applicable Laws) in any applicable jurisdiction in respect of the transactions contemplated by this Agreement; provided, however, that Seller shall pay and discharge when due all liabilities and obligations asserted by creditors against Buyer or the Purchased Assets by reason of such noncompliance and shall promptly take all necessary actions required to remove any Encumbrance which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nutri System Inc /De/)

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Waiver of Bulk Sales Laws. Buyer and Seller The Parties each waive compliance with the all Applicable Laws relating to bulk sales Applicable Laws transfers and any other similar Applicable Laws laws (including state Tax Applicable Lawslaws) in any applicable jurisdiction in respect of the transactions contemplated by this Agreement; provided, however, that the Seller shall pay and discharge when due all liabilities costs, charges, penalties and obligations all other amounts asserted by creditors against Buyer or the Purchased Assets by reason of such noncompliance and shall promptly take all necessary actions required to remove any Encumbrance Liens which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

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Waiver of Bulk Sales Laws. Buyer and Seller Except as provided in Section 5.02(a)(xxii), the Parties each waive compliance with the bulk sales Applicable Laws and any other similar Applicable Laws (including state Tax Applicable Lawslaws) in any applicable jurisdiction in respect of the transactions contemplated by this Agreement; provided, however, that Seller the Sellers shall pay and discharge when due all liabilities and obligations Liabilities or Damages asserted by creditors against Buyer or the Purchased Assets by reason of such noncompliance and shall promptly take all necessary actions required to remove any Encumbrance Liens which may be placed upon any of the Purchased Assets by reason of such noncompliance.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zeratech Technologies USA, Inc.)

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