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 sale of the Purchased Assets. Seller agrees to indemnify 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.

Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller with the provisions of any so-called "bulk transfer laws transfer" Law of any jurisdiction in connection with the sale of the Purchased Assets. Seller agrees Acquired Assets to indemnify 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 lawPurchaser.

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 sale of the Purchased AssetsBusiness Assets to Buyer (other than any obligations with respect to the application of the proceeds therefrom). Pursuant to Section 18.2.1, Seller agrees has agreed to indemnify Buyer against any and all liability, damage or expense which liabilities that may be asserted by third parties against Buyer may suffer due to the failure to so comply or to provide notice required by as a result of Seller’s noncompliance with any such 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 agrees to shall indemnify and hold Buyer against all liability, damage or expense harmless from any Losses which Buyer may suffer incur due to the failure to so comply or to provide notice required by any such lawin 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 sale of the Purchased Assetstransactions contemplated hereby. Seller agrees to Sellers shall indemnify and hold harmless Buyer against any and all liabilityliabilities which may be asserted by third parties against Buyer as a result of noncompliance with any such Bulk Transfer Law, damage or expense other than liabilities which Buyer may suffer due shall have expressly assumed pursuant to the failure to so comply or to provide notice required by any such lawthis 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 sale Transaction. In accordance with the terms of the Purchased Assets. Section 11.1, Seller agrees to indemnify and hold harmless Buyer from and against any and all liability, damage or expense which Losses (as defined in Section 11.1) that may be asserted by third parties against Buyer may suffer due to the failure to so comply or to provide notice required by as a result of noncompliance with any such bulk transfer law.

Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any so-called laws relating to bulk transfer laws of any jurisdiction in connection with the sale of the Purchased Assets. Seller agrees to indemnify Buyer against all liability, damage or expense which Buyer may suffer due transfers and bulk sales applicable to the failure to so comply or to provide notice required transactions contemplated by any such lawthis Agreement.

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 sale of the Purchased Assetstransactions contemplated hereby. Seller hereby indemnifies and agrees to indemnify hold Buyer harmless from and against any and all liabilityliabilities, damage losses, damages, costs and expenses, including reasonable counsel fees, reasonably and proximately incurred or expense which sustained by Buyer may suffer due to the failure to so comply or to provide notice required by any such lawnon-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 sale transfer of the Purchased Assets. Assets to Buyer; PROVIDED, HOWEVER, that Seller agrees and Parent shall indemnify, defend and hold Buyer and its affiliates and representatives harmless from and against any and all Losses (as defined in SECTION 10.3) directly or indirectly arising out of, or resulting from, or relating to indemnify Buyer against all liability, damage or expense which Buyer may suffer due to the any failure to so comply or to provide notice required by any with such lawlaws.

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 sale of the Purchased Assets. Seller agrees Acquired Assets to indemnify 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 lawPurchaser.

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 sale transfer of the Purchased Assets. Seller agrees Assets to indemnify 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 lawPurchaser ("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 agrees to shall indemnify and hold Buyer against all liability, damage or expense harmless from any Losses which Buyer may suffer incur due to the failure to so comply or to provide notice required by any such lawcomply.

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 sale transfer of the Purchased Assets. Seller agrees to indemnify 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 lawassets described in this 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 Assets. ; provided, however, that in accordance with Section 15, Seller agrees to shall indemnify and hold Buyer against all liability, damage or expense harmless from any Losses which Buyer may suffer incur due to the failure to so comply or to provide notice required by any with such lawlaws.

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 sale of the Purchased Assets. Notwithstanding anything to the contrary in Section 13, Seller agrees to indemnify Buyer against all liabilityshall indemnify, damage or expense defend and hold Purchaser harmless from any losses, damages, claims, costs, and expenses which Buyer Purchaser may suffer incur due to the failure of the parties to so comply or to provide notice required by with the provisions of any such lawso-called bulk transfer laws.

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 of any jurisdiction in connection with the sale of the Purchased Assets. ("Bulk Transfer Laws"), and Seller hereby agrees to indemnify Buyer defend, indemnify, and hold harmless Purchaser from and against all liabilityany costs, damage expenses, liability or expense which Buyer may suffer claims by any person arising out of or due to the failure to so comply or to provide notice required with such Bulk Transfer Laws, including, without limitation, any claims by any such lawperson against all or any part of the Mass-Market Assets, but excluding any Mass-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 sale transactions contemplated by this Agreement. Buyer shall indemnify and hold harmless each Seller Indemnitee against any and all liabilities that may be asserted by third parties against such Seller Indemnitee as a result of the Purchased Assets. noncompliance by Seller agrees to indemnify Buyer against all liability, damage or expense which Buyer may suffer due to the failure to so comply or to provide notice required by with any such bulk transfer law.

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 sale of the Purchased Assets. Seller agrees to indemnify 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 lawtransactions 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 sale of the Purchased Assetslaws. Seller agrees to shall indemnify Buyer against for any and all liability, damage costs or expense which expenses that Buyer may suffer due to the failure to so comply or to provide notice required by any such lawincurs as a result of this waiver.

Bulk Transfer Laws. Buyer and Seller hereby waives waive compliance by Seller with the provisions of bulk sales law, if any, and any so-called bulk transfer other similar laws of in any applicable jurisdiction in connection with the sale respect of the Purchased Assets. Seller agrees to indemnify Buyer against all liability, damage or expense which Buyer may suffer due to the failure to so comply or to provide notice required transactions contemplated by any such lawthis Agreement.

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 sale of the Purchased Assets. Seller agrees to The Sellers hereby indemnify Buyer and hold harmless the Purchaser against any and all liability, damage or expense liabilities which Buyer may suffer due to be asserted by third parties against the failure to so comply or to provide notice required by Purchaser as a result of non-compliance with any such lawBulk Transfer Laws.

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 sale of the Purchased AssetsAcquired Assets to Buyer. In accordance with the terms of Section 7.1, Seller agrees to indemnify and hold harmless Buyer from and against any and all liability, damage or expense which Losses (as defined in Section 7.1) that may be asserted by third parties against Buyer may suffer due to the failure to so comply or to provide notice required by as a result of noncompliance with any such bulk transfer 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 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 agrees to indemnify Buyer against all liability, damage has determined that any bulk sale or expense which Buyer may suffer due transfer law is applicable to the failure sale of the Transferred Assets or (b) to so comply or undermine Seller's absolute obligation to provide notice required pay any liabilities retained by any such lawit hereunder.

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 sale of the Purchased Assets. jurisdiction; provided, that Seller agrees to indemnify and hold harmless Buyer against all liability, damage or expense which Buyer may suffer due with respect to the failure to so comply or to provide notice required by any noncompliance with such lawlaws and Buyer's waiver with respect thereto.

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 sale transfer of the Purchased Assets. Seller agrees Assets to indemnify Buyer against all liability("BULK TRANSFER LAWS"), damage and no representation, warranty or expense which Buyer may suffer due covenant of Stockholder contained in this Agreement will be deemed to the failure to so comply or to provide notice required by any have been breached as a result of such lawnoncompliance.

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 sale of the Purchased Assetstransactions contemplated by this Agreement. Seller agrees to will indemnify Buyer against all liability, damage from any third party Actions arising out of or expense which Buyer may suffer due related to the failure of Seller to so comply or to provide notice required by any with such lawbulk transfer and bulk 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 agrees to shall indemnify and hold Buyer against all liability, damage or expense harmless from any Losses which Buyer may suffer incur due to the failure to so comply or to provide notice required by any such lawin accordance with Section 15.

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 of any so-called bulk transfer laws of any jurisdiction in connection with the sale of the Purchased Assetstransactions contemplated by this Agreement. Seller agrees to will indemnify Buyer against all liability, damage from any third party Actions arising out of or expense which Buyer may suffer due related to the failure of Seller and Seller's Affiliates to so comply or to provide notice required by any with such lawbulk transfer and bulk sales laws.

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 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 agrees has agreed to indemnify Buyer the Purchaser against any and all liability, damage or expense liabilities which Buyer may suffer due to be asserted by third parties against the failure to so comply or to provide notice required by Purchaser as a result of the Seller's noncompliance with any such law.