Bulk Sales Act Clause Samples
The Bulk Sales Act clause is designed to address the sale of a large portion or the entirety of a business's inventory or assets outside the ordinary course of business. In practice, this clause typically requires the seller to comply with specific legal procedures, such as notifying creditors or obtaining their consent, before completing such a bulk sale. Its core function is to protect creditors from a business liquidating its assets and leaving outstanding debts unpaid, thereby ensuring transparency and fairness in significant asset transfers.
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Bulk Sales Act. Seller shall be responsible for compliance with -------------- the provisions of any bulk sales statute applicable to the Transaction, and shall indemnify and hold Buyer harmless from and against any claims, actions, liabilities and all costs and expenses, including reasonable legal fees, incurred or suffered by Buyer as a result of the failure to comply with any such statute.
Bulk Sales Act. The parties hereby waive compliance with the bulk sales act or comparable statutory provisions of each applicable jurisdiction.
Bulk Sales Act. Seller agrees to indemnify, defend, and hold Buyer harmless against any claims, liabilities, costs, or expenses, including reasonable attorneys' fees, that Buyer may incur as a result of the failure to comply with the bulk sales provisions of the Uniform Commercial Code or similar laws.
Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.
Bulk Sales Act. No transaction contemplated hereby with respect to the Contributor requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law in the United States.
Bulk Sales Act. The parties hereby waive compliance with the bulk sales act or comparable statutory provisions of each applicable jurisdiction. Seller shall indemnify Purchaser and its officers, directors, employees, agents and Affiliates in respect of, and hold each of them harmless from and against, any and all 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 Seller to comply with the terms of any such provisions applicable to the transactions contemplated by this Agreement.
Bulk Sales Act. Purchaser waives compliance by Seller with any bulk sales law which may be applicable to the transactions contemplated by this Agreement; provided, however that Seller agrees to indemnify Purchaser and hold it harmless from any loss, damage, liability, and expenses (including reasonable legal fees) resulting from such noncompliance.
Bulk Sales Act. Purchaser and Seller hereby waive compliance with all bulk sales acts and other comparable statutory provisions of each applicable jurisdiction that may apply to the purchase and sale of the Purchased Assets contemplated by this Agreement.
Bulk Sales Act. No transaction contemplated by this Agreement or any other Transaction Document with respect to such Seller requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law.
Bulk Sales Act. Buyer waives compliance by Seller with the provisions of Article 6 of the Uniform Commercial Code, or equivalent bulk transfer laws, of any applicable state. Seller shall indemnify and hold harmless Buyer from and against any and all expense, loss or liability which Buyer may suffer as a result of claims asserted by third parties against Buyer due to any noncompliance by Seller and Buyer with applicable bulk transfer laws.