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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 lawtransfer” Laws 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.

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.

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.

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.

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.

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.

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.

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.

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.

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 Business to PurchaserBuyer; provided, however, that nothing in this Section 7.04 shall be construed (i) as an indication that Buyer or Seller has determined that any bulk sale or transfer law is applicable to the sale of the Business or (ii) to undermine Seller’s absolute obligation to pay the Retained Liabilities.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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 that may otherwise be applicable with respect to the sale of any or all of the Purchases Assets to Buyer in connection with the sale of the Acquired Assets to PurchaserTransactions.

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 Purchasertransactions contemplated by this Agreement.

Bulk Transfer Laws. Purchaser The Buyer and the Company 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 Purchased Assets to Purchaserthe Buyer and the Company and releases the Sellers from any Liabilities in connection therewith as the Buyer and the Company are assuming all Liabilities not specifically excluded.

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.

Bulk Transfer Laws. Purchaser Buyers hereby waives waive 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 of the Acquired Assets to PurchaserPurchased Assets.

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, including the delivery of any clearance certificate under section 99 of the Social Services Act (British Columbia).

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.

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.

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.

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).

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.

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.

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.

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.

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.

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 lawtransfer” Laws 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.. ​

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.

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.

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.

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.

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.]

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.

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.

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.

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.

Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by the 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 transactions contemplated hereby. The Seller hereby agrees to indemnify the Buyer and hold it harmless from and against any loss or damage which it may incur by reason of the Acquired Assets to Purchasersuch non-compliance.

Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its the Selling Affiliates with the provisions of any so-called “bulk sale or bulk transfer law” Laws or similar Laws of any jurisdiction in connection with the sale Transactions. For the avoidance of doubt, the preceding sentence shall not limit the parties’ obligations hereunder with respect to the conveyance of the Acquired Transferred Assets to PurchaserBuyer.

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 PurchaserPurchased Assets.

Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller and its Affiliates with the any applicable provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.transactions contemplated under this Agreement. 39

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.

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 Purchased Assets to PurchaserBuyer. Sellers will indemnify Buyer against, and pay and reimburse Buyer for, any and all costs, losses and liabilities that may be asserted by third parties against Buyer as a result of noncompliance with any such bulk transfer law.

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; provided that the Seller indemnifies the Buyer with respect to Excluded Liabilities as set forth in Article VIII.

Bulk Transfer Laws. Purchaser and Seller each 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.

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 purchase and sale of the Acquired Assets Purchased Assets. Seller shall indemnify, defend and hold Buyer harmless (subject to PurchaserARTICLE XIIJ) from any Losses Buyer may incur due to failure to so comply in accordance with Section 13.02(iv).

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

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

Bulk Transfer Laws. Purchaser The Asset 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 Assets to Purchasertransactions contemplated by this Agreement.

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 to Buyer of the Acquired Assets to PurchaserTransferred Assets. For the avoidance of doubt, this provision shall not be construed as releasing or otherwise modifying the Seller’s obligations under Article IX.

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 PurchaserMarine Assets.

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 Purchaserthe Buyer; provided that the Seller indemnifies the Buyer with respect to Excluded -------- Liabilities as set forth in Article VIII.

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

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.

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. Seller shall indemnify and hold harmless Buyer against any and all Liabilities that may be asserted by Third Parties against Buyer as a result of noncompliance with any such bulk transfer law.

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

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, provided that this Section 5.12 shall not relieve the Seller or any Subsidiary from any liability to creditors or for Taxes that they otherwise may have.

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

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.

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

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

Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates the Seller Parties with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Assets Acquisition. Failure to Purchasercomply with such laws shall not derogate Seller’s obligations under this Agreement with respect to Excluded Liabilities.

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.. Sellers hereby, jointly and severally, agree to indemnify and hold Purchaser harmless from any claims relating to the failure to comply with any such provisions. =============================================================================== -32-