Bulk Transfer Law. The parties hereby waive compliance by Seller with the provisions of any applicable “bulk sales law” or “bulk transfer law” of any jurisdiction in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to Section 8.2(c), Seller shall indemnify the Purchaser Indemnified Parties against, and hold each of them harmless from, any and all Losses incurred or suffered by, or asserted against, them relating to or arising as a result of any such non-compliance.
Bulk Transfer Law. Buyer waives compliance with the provisions of any applicable bulk sales or bulk transfers Law.
Bulk Transfer Law. Buyer waives compliance with the provisions of any applicable bulk sales or bulk transfer Law. Seller shall indemnify and hold Buyer harmless from any claims, loss or liability incurred by Buyer as a result of the failure to so comply; provided, however, such indemnity shall not apply to obligations and liabilities assumed by Buyer.
Bulk Transfer Law. Buyer and Seller hereby waive compliance with the requirements of any applicable bulk sales law provisions of the Uniform Commercial Code of the jurisdictions in which the Acquired Assets are situated or which may otherwise be applicable to the Transaction. This provision shall not be deemed to limit the indemnity provided in Section 13 hereof.
Bulk Transfer Law. The Parties intend that pursuant to Section 363(f) of the Bankruptcy Code, the transfer of the Acquired Assets shall be free and clear of any security interests in the Acquired Assets, including any liens or claims arising out of the bulk transfer Laws. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by applicable Law, compliance by the Parties with the “bulk sales,” “bulk transfers” or similar Laws in all applicable jurisdictions in respect of the Transactions (including under any applicable Tax Laws).
Bulk Transfer Law. Buyer and Seller each hereby waive compliance by Seller with the provisions of the “bulk sales,” “bulk transfer” or similar laws of any state.
Bulk Transfer Law. Buyer waives compliance with the provisions of any applicable bulk sales or bulk transfer Law. CONSOL NPRB Lead shall indemnify and hold Buyer harmless from any claims, loss or liability incurred by Buyer as a result of the failure to so comply; provided, however, such indemnity shall not apply to obligations and liabilities assumed by Buyer.
Bulk Transfer Law. The parties hereto each waives compliance by the others with the provisions of any statute of any state or jurisdiction regulating bulk sales or transfers which may be applicable to the sale of the Assets. Seller hereby agrees to indemnify and hold Buyer and its members, officers, employees, agents, representatives, successors and assigns harmless from and against any and all losses, claims, damages, expenses and liabilities (including reasonable legal fees and expense) to which Buyer may become subject pursuant to any such bulk transfer or sale statute with regard to the sale of the Assets contemplated by this Agreement.
Bulk Transfer Law. The parties hereby waive compliance with the bulk sales act or comparable statutory provisions of each applicable jurisdiction. Buyer shall indemnify the Company and its officers, directors, employees, agents and affiliates in respect of, and hold each of them harmless from and against, any and all claims, liabilities, costs, or losses suffered, occurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to the failure of any of the parties hereto to comply with the terms of any such provisions applicable to the transactions contemplated by this Agreement.
Bulk Transfer Law. The parties hereby waive compliance, in connection with the consummation of the Closing and the transactions contemplated by Section 3.5 by the Company and the Specified Designee with the provisions of any applicable bulk sales, fraudulent conveyance and other laws for the protection of creditors. The Company agrees to indemnify and hold the Purchaser Indemnified Parties harmless from and reimburse the Purchaser Indemnified Parties for, any Losses which any of them may suffer or incur by virtue of any noncompliance by the Company or the Specified Designee with such applicable laws.
