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.
Appears in 11 contracts
Sources: Asset Purchase Agreement (Palatin Technologies Inc), Asset Purchase Agreement (Galena Biopharma, Inc.), Asset Purchase Agreement (Galena Biopharma, Inc.)
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.
Appears in 6 contracts
Sources: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)
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.
Appears in 6 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Biotech Spinco, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.)
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.
Appears in 5 contracts
Sources: Asset Purchase Agreement (Avant Diagnostics, Inc), Asset Purchase Agreement (Warner Chilcott PLC), Asset Purchase Agreement (Warner Chilcott Inc)
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.
Appears in 5 contracts
Sources: Asset Purchase Agreement (DR Reddys Laboratories LTD), Asset Purchase Agreement (DR Reddys Laboratories LTD), Asset Purchase Agreement (Impax Laboratories Inc)
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.
Appears in 5 contracts
Sources: Share and Asset Purchase Agreement (Chemtura CORP), Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Chemtura CORP)
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.
Appears in 5 contracts
Sources: Asset Purchase Agreement (Silvaco Group, Inc.), Asset Purchase Agreement (Icu Medical Inc/De), Asset Purchase Agreement (Exopack Holding Corp)
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 agrees to Purchaserindemnify 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.
Appears in 5 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Casual Male Retail Group Inc), Asset Purchase Agreement (Compuware Corp)
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.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Lin Television Corp), Asset Purchase Agreement (Media General Inc)
Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “"bulk transfer law” transfer" Law of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Safety Components International Inc), Asset Purchase Agreement (Waxman Usa Inc), Asset Purchase Agreement (JPS Automotive Products Corp)
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.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Ingevity Corp), Asset Purchase Agreement (Atlantic Broadband Finance, LLC), Asset Purchase Agreement (Ems Technologies Inc)
Bulk Transfer Laws. Seller and Purchaser hereby waives waive compliance by Seller and its Affiliates with the provisions of any so-called “applicable bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaserlaws.
Appears in 4 contracts
Sources: Purchase and Assumption Agreement (DNB Financial Corp /Pa/), Purchase and Assumption Agreement (Fremont General Corp), Purchase and Assumption Agreement (Capitalsource Inc)
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.
Appears in 4 contracts
Sources: Purchase Agreement (International Paper Co /New/), Purchase Agreement (Weyerhaeuser Co), Purchase Agreement (International Paper Co /New/)
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.
Appears in 3 contracts
Sources: License Purchase Agreement (DISH Network CORP), License Purchase Agreement (T-Mobile US, Inc.), License Purchase Agreement
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Pinnacle Foods Inc.), Asset Purchase Agreement (Hormel Foods Corp /De/), Asset Purchase Agreement (McCormick & Co Inc)
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.
Appears in 3 contracts
Sources: Purchase Agreement, Purchase Agreement (PBF Logistics LP), Purchase Agreement
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 Business Assets to PurchaserBuyer (other than any obligations with respect to the application of the proceeds therefrom). Pursuant to Section 18.2.1, Seller has agreed to indemnify Buyer against any and all liabilities that may be asserted by third parties against Buyer as a result of Seller’s noncompliance with any such law.
Appears in 3 contracts
Sources: Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc), Asset Purchase and Sale Agreement (Herbst Gaming Inc)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Sagent Pharmaceuticals, Inc.)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (SPRINT Corp), Asset Purchase Agreement (T-Mobile US, Inc.)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (A. H. Belo Corp), Asset Purchase Agreement (A. H. Belo Corp)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Converted Organics Inc.), Asset Purchase Agreement (Converted Organics Inc.), Asset Purchase Agreement (Imation Corp)
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.
Appears in 3 contracts
Sources: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Product Transfer Agreement (Hi Tech Pharmacal Co Inc)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Hormel Foods Corp /De/), Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Enpro Industries, Inc)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (BigCommerce Holdings, Inc.), Transaction Agreement (PSP Family of Funds), Transaction Agreement (Congressional Effect Family of Funds)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Salix Pharmaceuticals LTD), Asset Purchase Agreement (Virbac Corp)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Lin Television Corp)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (NCR Corp), Asset Purchase Agreement (NCR Corp), Asset Purchase Agreement (Coinstar Inc)
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.
Appears in 3 contracts
Sources: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.), Asset Purchase Agreement (Glatfelter P H Co)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Vivus Inc), Asset Purchase Agreement (Kv Pharmaceutical Co /De/)
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.
Appears in 3 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)
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.
Appears in 3 contracts
Sources: Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (American Cellular Corp /De/)
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.
Appears in 3 contracts
Sources: Asset and Equity Interest Purchase Agreement (Johnsondiversey Inc), Asset and Equity Interest Purchase Agreement (Johnsondiversey Holdings Inc), Asset and Equity Interest Purchase Agreement (Johnsondiversey Inc)
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.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Orphazyme a/S), Asset Purchase Agreement (Orphazyme a/S), Asset Purchase Agreement (Cytrx Corp)
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..
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Ani Pharmaceuticals Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Finlay Fine Jewelry Corp), Asset Purchase Agreement (Zale Corp)
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.
Appears in 2 contracts
Sources: Purchase Agreement (Teleflex Inc), Purchase Agreement (Aar Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Capital Senior Living Corp), Asset Purchase Agreement (Capital Senior Living Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Accelrys, Inc.), Asset Purchase Agreement (Symyx Technologies Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Opko Health, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ikaria, Inc.), Asset Purchase Agreement (Ikaria, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Columbia Laboratories Inc), Asset Purchase Agreement (Columbia Laboratories Inc)
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.
Appears in 2 contracts
Sources: Purchase Agreement (Progressive Gaming International Corp), Purchase Agreement (Shuffle Master Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Paradyne Networks Inc), Asset Purchase Agreement (P Com Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Georgia Pacific Corp), Asset Purchase Agreement (BlueLinx Holdings Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Imation Corp), Asset Purchase Agreement (Imation Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Transunion Corp.), Asset Purchase Agreement (TransUnion Holding Company, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Acurx Pharmaceuticals, LLC), Asset Purchase Agreement (Acurx Pharmaceuticals, LLC)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Tegna Inc), Asset Purchase Agreement (Nexstar Media Group, Inc.)
Bulk Transfer Laws. Purchaser hereby Buyer waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” Laws of any jurisdiction relating to bulk transfers that may be applicable in connection with the sale transfer of the Acquired Purchased Assets to PurchaserBuyer.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Washington Group International Inc), Asset Purchase Agreement (Curtiss Wright Corp)
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.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (S&P Global Inc.), Asset Purchase Agreement (White Electronic Designs Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Horizon Pharma PLC), Asset Purchase Agreement (Questcor Pharmaceuticals Inc)
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.]
Appears in 2 contracts
Sources: Asset Purchase Agreement (Mpower Holding Corp), Asset Purchase Agreement (Mpower Holding Corp)
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).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Hershey Co), Asset Purchase Agreement (B&G Foods, Inc.)
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).
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Pope & Talbot Inc /De/)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (YRC Worldwide Inc.), Asset Purchase Agreement (Church & Dwight Co Inc /De/)
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.
Appears in 2 contracts
Sources: Purchase Agreement (Aar Corp), Purchase Agreement (TransDigm Group INC)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Warner Chilcott PLC), Asset Purchase Agreement (Medicis Pharmaceutical Corp)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (WideOpenWest, Inc.), Asset Purchase Agreement (WideOpenWest, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Theravance Biopharma, Inc.), Asset Purchase Agreement (Cumberland Pharmaceuticals Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Supervalu Inc), Asset Purchase Agreement (Roundy's, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Shenandoah Telecommunications Co/Va/), Asset Purchase Agreement (T-Mobile US, Inc.)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Freds Inc)
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.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)
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.
Appears in 2 contracts
Sources: Agreement of Purchase and Sale (Pope & Talbot Inc /De/), Purchase and Sale Agreement (Plainwell Inc)
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.
Appears in 2 contracts
Sources: Purchase Agreement (Hon Industries Inc), Purchase Agreement (Hon Industries Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc), Asset Purchase Agreement (Pharmaceutical Formulations Inc)
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).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pope & Talbot Inc /De/), Asset Purchase Agreement (Pope & Talbot Inc /De/)
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.
Appears in 2 contracts
Sources: Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement (Tactile Systems Technology Inc)
Bulk Transfer Laws. Purchaser hereby Buyer waives compliance by Seller with any laws relating to bulk transfers and its Affiliates with bulk sales applicable to the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pinnacle Foods Group Inc), Asset Sale and Purchase Agreement (Zila Inc)
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.
Appears in 2 contracts
Sources: Asset Purchase Agreement (LCC International Inc), Asset Purchase Agreement (LCC International Inc)
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.
Appears in 1 contract
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
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Sources: Asset Purchase Agreement (Biodelivery Sciences International Inc)
Bulk Transfer Laws. Purchaser hereby waives waives, for itself and on behalf of its Subsidiaries, compliance by Seller and its Affiliates Subsidiaries with the provisions of any so-called “bulk transfer law” or similar law of any jurisdiction in connection with the sale of transfers contemplated by the Acquired Assets to PurchaserTransaction Agreements.
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Sources: Acquisition Agreement (Alcoa Inc)
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 Purchased Assets to PurchaserBuyer hereunder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Columbia Laboratories Inc)
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 Purchaserthe Buyer.
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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.
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Sources: Asset Purchase Agreement (Next 1 Interactive, Inc.)
Bulk Transfer Laws. Purchaser hereby waives compliance by 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 Assets to PurchaserAcquisition.
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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 Assets. Seller shall indemnify, defend and hold Buyer harmless (subject to PurchaserArticle XIII) from any Losses that Buyer may incur due to failure to so comply in accordance with Section 13.02(d).
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Bulk Transfer Laws. The Purchaser hereby waives compliance by Seller and its Affiliates the Sellers and/or any 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.
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Sources: Share and Asset Purchase Agreement (Natus Medical Inc)
Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates Group with the provisions of any so-called “bulk transfer lawlaws” of any jurisdiction in connection with the sale of the Acquired Transferred Assets to Purchaser.
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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 relating to bulk transfers which may be applicable in connection with the sale transfer of the Acquired Assets to PurchaserBuyer (the "Bulk Transfer Laws").
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Bulk Transfer Laws. Purchaser The Buyer hereby waives compliance by Seller the Company and its Affiliates Subsidiaries with the provisions of any so-called “bulk transfer law” laws of any jurisdiction in connection with the sale to the Buyer of the Acquired Assets to PurchaserAssets.
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Sources: Asset Purchase Agreement (Rheometric Scientific Inc)
Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates 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 Purchased Assets to PurchaserBuyer.
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Bulk Transfer Laws. Purchaser The 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 Purchaser.Seller
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Bulk Transfer Laws. Purchaser hereby waives and its Affiliates waive compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer sales or similar law” of any jurisdiction in connection with , if and to the sale of extent applicable to the Acquired Assets to Purchasertransactions contemplated hereby.
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Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “applicable laws relating to bulk transfer law” transfers of any jurisdiction in connection with the sale of the Acquired Assets to Purchaserassets.
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Sources: Asset Purchase Agreement (Measurement Specialties Inc)
Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates 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 Purchased Assets to PurchaserBuyer.
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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 law in any jurisdiction in connection with the sale of the Acquired Assets to Purchasertransactions contemplated hereby.
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Bulk Transfer Laws. Purchaser hereby waives compliance by Seller and its Affiliates the Selling Subsidiaries with the provisions of any so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Acquired Assets to Purchaser.
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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.
Appears in 1 contract
Sources: Asset Purchase Agreement (Franklin Electronic Publishers Inc)
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 relating to bulk transfers which may be applicable in connection with the sale transfer of the Acquired Assets to PurchaserBuyer, and Seller agrees to indemnify Buyer against any liabilities arising from such noncompliance.
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Sources: Asset Purchase Agreement (Bureau of National Affairs Inc)
Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, Purchaser hereby waives compliance by Seller and its Affiliates with the provisions of any so-called “bulk transfer law” Bulk Transfer Law of any jurisdiction in connection with the sale transactions contemplated hereby. Seller shall indemnify and hold harmless Purchaser against any and all liabilities which may be asserted by third parties against Purchaser as a result of the Acquired Assets noncompliance with any such Bulk Transfer Law, other than liabilities which Purchaser shall have expressly assumed pursuant to Purchaserthis Agreement.
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Sources: Asset Purchase Agreement (Paxson Communications Corp)
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.
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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 and releases Seller from any Liabilities in connection therewith as Buyer is assuming all Liabilities not specifically excluded.
Appears in 1 contract
Sources: Asset Purchase Agreement (Biozone Pharmaceuticals, Inc.)
Bulk Transfer Laws. Each 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 PurchaserPurchasers; provided that such Purchaser shall be entitled to indemnification in connection therewith pursuant to Section 7.1(a).
Appears in 1 contract
Sources: Asset Purchase Agreement (Eresource Capital Group Inc)
Bulk Transfer Laws. Purchaser Buyer hereby waives compliance by Seller and its Affiliates ------------------ with the provisions of any so-called “"bulk transfer law” transfer" or "bulk sales" or similar laws of any jurisdiction in connection with the sale of the Acquired Assets Purchased Assets. Seller agrees to Purchaserindemnify Buyer (in accordance with Section 9.2(d) through (g)) against any and all Losses which Buyer may suffer due to the failure to so comply or to provide notice required by any such law.
Appears in 1 contract
Sources: Asset Purchase Agreement (Bway Corp)
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 any jurisdiction in connection with the sale of transactions contemplated by this Agreement and the Acquired Assets to PurchaserAncillary Agreements.
Appears in 1 contract
Sources: Purchase Agreement (Verisign Inc/Ca)
Bulk Transfer Laws. Purchaser 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 Purchaser. Any taxes imposed due to such noncompliance shall be borne by Purchaser.
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