Bulk Transfer Law Clause Samples
The Bulk Transfer Law clause governs the process by which a business sells or transfers a significant portion or all of its inventory or assets outside the ordinary course of business. Typically, this clause requires the seller to notify creditors of the impending transfer and may impose certain procedural steps to protect those creditors' interests, such as providing a list of existing debts or ensuring that proceeds are used to satisfy outstanding obligations. Its core function is to prevent sellers from evading debts by transferring assets in bulk, thereby safeguarding creditors and ensuring transparency in major business asset transactions.
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Bulk Transfer Law. Buyer waives compliance with the provisions of any applicable bulk sales or bulk transfers Law.
Bulk Transfer Law. Purchaser waives compliance with the provisions of any applicable bulk sales of bulk transfer law applicable to the Transaction.
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 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. 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. 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. The Parties hereby waive compliance with the bulk sales or bulk transfer provisions of any Uniform Commercial Code or any other bulk sales or bulk transfer law which may apply to the transition contemplated by this Agreement. Seller shall indemnify, defend and hold Buyer harmless from and against any and all liabilities, claims, demands, damages, losses, costs and expenses (including reasonable attorneys' fees) imposed on Buyer by reason of the failure of the Parties to comply with such provisions.
Bulk Transfer Law. Buyer waives compliance with the provisions of any applicable bulk sales or bulk transfer Law. Chevron NPRB Lead and 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 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.