Bulk Transfer Laws. Buyer hereby waives compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale of the Assets.
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. Buyer Buyers hereby waives waive compliance by Seller Sellers with any applicable bulk transfer laws including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute that may be applicable to the uniform commercial codes as adopted in the states where sale or transfer of the Assets are located relating hereunder with respect to bulk transfer in connection with the sale of the Assetstransactions contemplated hereby.
Appears in 3 contracts
Sources: Asset Purchase Agreement (GHS Inc), Asset Purchase Agreement (Health Management Systems Inc), Asset Purchase Agreement (Health Management Systems Inc)
Bulk Transfer Laws. Buyer hereby waives compliance by Seller with any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in transaction contemplated by this Agreement; provided, however, that the states where Seller hereby indemnifies the Assets are located relating to Buyer against any Losses that Buyer may incur that it would not have incurred if the Seller had complied with any such bulk transfer in connection with the sale of the Assetssales law.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Penn National Gaming Inc), Asset Purchase Agreement (Penn National Gaming Inc)
Bulk Transfer Laws. Subject to the provisions of Section 6.03 hereof, Buyer hereby waives compliance by Seller with any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale of the Assetstransactions contemplated hereby.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Med E America Corp), Asset Purchase Agreement (Med E America Corp)
Bulk Transfer Laws. Buyer Sellers and Purchaser hereby waives waive compliance by Seller with any applicable bulk transfer, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any state, or any similar statute, with respect to the transactions contemplated hereby, provided that Sellers will, jointly and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer severally, indemnify and hold harmless Purchaser for any Losses incurred by Purchaser in connection with the sale any claims by creditors of the AssetsSellers to which such bulk transfer laws apply.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Fi Tek Vii Inc), Asset Purchase Agreement (Ronco Corp)
Bulk Transfer Laws. The Buyer and the Seller hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to applicable bulk transfer in connection with laws that may be applicable to the sale of transactions contemplated by this Agreement; provided, that any liability for any claim against the AssetsBuyer based upon any such law shall constitute an Excluded Liability.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Envestnet, Inc.)
Bulk Transfer Laws. Buyer The Purchasers hereby waives waive compliance by the Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer Laws or other similar creditor notice requirements of any jurisdiction in connection with the sale to the Purchasers of the Assets.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (Ikaria, Inc.), Sale and Purchase Agreement (Ikaria, Inc.)
Bulk Transfer Laws. Buyer Buyers and Sellers hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with Laws applicable to the sale of the Assetstransactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Schulman a Inc), Asset Purchase Agreement (Ferro Corp)
Bulk Transfer Laws. Buyer hereby waives waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Subsidiaries with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Transferred Assets.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller with any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any state, or any similar statute, with respect to the transactions contemplated hereby. The Seller hereby agrees to indemnify the Buyer and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale hold it harmless from and against any loss or damage which it may incur by reason of the Assetssuch non-compliance.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Pairgain Technologies Inc /Ca/), Asset Purchase Agreement (Globespan Inc/De)
Bulk Transfer Laws. Buyer hereby waives waives, to the fullest extent permitted by applicable Law, compliance by Seller and its Affiliates with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called “bulk transfer law” of any jurisdiction in connection with the sale of the Transferred Assets.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Stock and Asset Purchase Agreement (Merck & Co. Inc.)
Bulk Transfer Laws. Buyer Buyers hereby waives waive compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called bulk transfer laws of any jurisdiction in connection with the sale of the Purchased Assets.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Heidrick & Struggles International Inc)
Bulk Transfer Laws. Buyer Buyers hereby waives waive compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called bulk transfer laws of any jurisdiction in connection with the sale of the AssetsContributed Assets and the Purchased Real Property. Sellers agree to indemnify Buyers against all liability, damage or expense which Buyers may suffer due to the failure to so comply or to provide notice required by any such law.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.)
Bulk Transfer Laws. Buyer The Buyers hereby waives waive compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so called bulk transfer laws of any jurisdiction in connection with the sale of the Purchased Assets.
Appears in 1 contract
Bulk Transfer Laws. Buyer The Buyers hereby waives waive compliance by Seller the Sellers and their Affiliates with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called “bulk transfer law” of any jurisdiction in connection with the sale of the AssetsAssets and the Buyers shall indemnify the Seller Indemnified Parties with respect thereto.
Appears in 1 contract
Sources: Share and Asset Purchase and Sale Agreement (Simclar Inc)
Bulk Transfer Laws. Buyer hereby waives compliance by Seller with ------------------- any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in transaction contemplated by this Agreement; provided, however, that the states where Seller hereby indemnifies the Assets are located relating to Buyer against any Losses that Buyer may incur that it would not have incurred if the Seller had complied with any such bulk transfer in connection with the sale of the Assetssales law.
Appears in 1 contract
Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer laws of any state in connection with the sale transactions contemplated by this Agreement; provided, however, the foregoing waiver shall not affect Purchaser's rights under the indemnification provisions of the Assetsthis Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Transworld Healthcare Inc)
Bulk Transfer Laws. Seller and Buyer hereby waives waive compliance by Seller ------------------ with any applicable bulk transfer laws, including, but not limited to, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale of the Assetstransactions contemplated hereby.
Appears in 1 contract
Sources: Asset Purchase Agreement (Entravision Communications Corp)
Bulk Transfer Laws. Buyer hereby waives compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called bulk transfer laws of any jurisdiction in connection with the sale of the AssetsBusiness to the Buyer; provided, however, that Sellers shall continue to be and remain liable for all Excluded Liabilities, including, without limitation, Taxes that are Excluded Liabilities.
Appears in 1 contract
Bulk Transfer Laws. The Buyer and the Companies hereby waives waive compliance by Seller the Companies and the Company Subsidiaries with the provisions any applicable bulk transfer laws of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer jurisdiction in connection with the sale of the AssetsPurchased Assets to the Buyer.
Appears in 1 contract
Bulk Transfer Laws. Buyer hereby waives compliance by Seller Sellers with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so called bulk transfer laws of any jurisdiction in connection with the purchase and sale of the Business Assets; provided however, that in accordance with Article 12 hereof, Sellers shall indemnify and hold Buyer harmless from any Damages which Buyer may incur due to failure to comply with such laws.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Blue Dolphin Energy Co)
Bulk Transfer Laws. Buyer and Sellers hereby waives waive compliance by Seller Buyer and Sellers with the provisions bulk sales law, bulk transfer law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement, it being understood that any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located liability arising out of or relating to bulk transfer in connection with the sale of the Assetssuch noncompliance shall constitute an Excluded Liability.
Appears in 1 contract
Bulk Transfer Laws. The Buyer hereby waives compliance by the Seller with any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale of the Assetstransactions contemplated hereby.
Appears in 1 contract
Bulk Transfer Laws. Buyer hereby waives compliance by Seller with ------------------ any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in transaction contemplated by this Agreement; provided, however, that the states where Seller hereby indemnifies the Assets are located relating to Buyer against any Losses that Buyer may incur that it would not have incurred if the Seller had complied with any such bulk transfer in connection with the sale of the Assetssales law.
Appears in 1 contract
Bulk Transfer Laws. The Buyer and the Seller hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with laws applicable to the sale of the Assetstransactions contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. The Buyer and the Seller hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with Laws applicable to the sale of the Assetstransactions contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Buyer Purchaser hereby waives compliance by Seller with any applicable bulk transfer laws, including, without limitation, the bulk transfer provisions of the Uniform Commercial Code of any and all Laws under state, or any similar statute, with respect to the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with the sale of the Assetstransaction contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Buyer and Sellers hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk transfer in connection with Laws applicable to the sale of the Assetstransactions contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Buyer hereby waives waives, to the fullest extent permitted by applicable Law, compliance by Seller the Company and its Affiliates with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called “bulk transfer law” of any jurisdiction in connection with the sale of the ▇▇▇▇▇▇▇▇ Real Estate Assets.
Appears in 1 contract
Bulk Transfer Laws. Buyer and the Sellers hereby waives waive compliance by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to so-called bulk transfer laws of any jurisdiction ("Bulk Sales Law") in connection with the sale of the Assetstransactions contemplated by this Agreement.
Appears in 1 contract
Bulk Transfer Laws. Seller and Buyer hereby waives waive compliance with any applicable bulk transfer laws, including, but not limited to, the bulk transfer provisions of the Uniform Commercial Code of any state, or any similar statute, with respect to the transactions contemplated hereby, provided, however, that any Losses of the Indemnified Parties arising from creditor claims against the Purchased Assets due to such noncompliance shall be indemnified by Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating pursuant to bulk transfer in connection with the sale of the AssetsArticle 6 herein.
Appears in 1 contract
Sources: Asset Purchase Agreement (Axcelis Technologies Inc)
Bulk Transfer Laws. Buyer and the Sellers hereby waives waive compliance by Seller Buyer and the Sellers with the provisions bulk sales law, bulk transfer law and any other similar Laws in any applicable jurisdiction in respect of the transactions contemplated by this Agreement; it being understood that any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located liability arising out of or relating to bulk transfer in connection with the sale of the Assetssuch noncompliance shall constitute an Excluded Liability.
Appears in 1 contract
Bulk Transfer Laws. The Buyer and the Seller hereby waives waive compliance by the Buyer and the Seller with the provisions of any and all Laws under the uniform commercial codes as adopted in the states where the Assets are located relating to bulk sales law, bulk transfer law and any other similar Laws in connection with the sale any applicable jurisdiction in respect of the Assetstransactions contemplated by this Agreement.
Appears in 1 contract