Common use of Bulk Transfer Laws Clause in Contracts

Bulk Transfer Laws. Buyer acknowledges that Seller will not comply with the provisions of the bulk transfer laws of any jurisdiction in connection with the transaction contemplated by this Agreement.

Appears in 3 contracts

Sources: Asset Purchase and Sale Agreement (Thermo Electron Corp), Purchase and Sale Agreement (Genrad Inc), Asset Purchase and Sale Agreement (Trex Medical Corp)

Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement. The Seller shall indemnify the Buyer for any liability with respect to any such non- compliance.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Trimark Holdings Inc), Asset Purchase Agreement (Graphix Zone Inc /Ca/), Asset Purchase Agreement (Graphix Zone Inc /Ca/)

Bulk Transfer Laws. Buyer acknowledges that hereby waives compliance by Seller will not comply with the provisions of the any so-called bulk transfer laws of any jurisdiction in connection with the transaction contemplated by this Agreementpurchase and sale of the Purchased Assets. Seller shall indemnify and hold Buyer harmless from any Losses which Buyer may incur due to failure to so comply in accordance with Section 15.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Tesoro Petroleum Corp /New/), Asset Purchase Agreement (Tesoro Petroleum Corp /New/), Asset Purchase Agreement (Tesoro Petroleum Corp /New/)

Bulk Transfer Laws. Buyer acknowledges that Purchaser hereby waives compliance by Seller will not comply with the provisions of the any so-called "bulk transfer laws law" of any jurisdiction in connection with the transaction contemplated by this Agreementsale of the Acquired Assets to Purchaser.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Insilco Corp/De/), Asset Purchase Agreement (Women First Healthcare Inc), Asset Purchase Agreement (Georgia Gulf Corp /De/)

Bulk Transfer Laws. Buyer acknowledges that hereby waives compliance by Seller will not comply with the provisions of the any so-called "bulk transfer laws law" (including those applicable to Taxes) of any jurisdiction in connection with the transaction contemplated Transaction. In accordance with the terms of Section 11.1, Seller agrees to indemnify and hold harmless Buyer from and against any and all Losses (as defined in Section 11.1) that may be asserted by this Agreementthird parties against Buyer as a result of noncompliance with any such bulk transfer law.

Appears in 2 contracts

Sources: Agreement for Sale and Purchase of Assets (Noveon Inc), Agreement for Sale and Purchase of Assets (Goodrich B F Co)

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, Buyer acknowledges that Seller will not comply hereby waives compliance by Sellers with the provisions of the bulk transfer laws any so-called Bulk Transfer Law of any jurisdiction in connection with the transaction transactions contemplated hereby. Sellers shall indemnify and hold harmless Buyer against any and all liabilities which may be asserted by third parties against Buyer as a result of noncompliance with any such Bulk Transfer Law, other than liabilities which Buyer shall have expressly assumed pursuant to this Agreement.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Shop at Home Inc /Tn/), Asset Purchase Agreement (Paxson Communications Corp)

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, the Buyer acknowledges that hereby waives compliance by the Seller will not comply with the provisions of the any so-called bulk transfer laws law of any jurisdiction in connection with the transaction transactions contemplated hereby. Seller hereby indemnifies and agrees to hold Buyer harmless from and against any and all liabilities, losses, damages, costs and expenses, including reasonable counsel fees, reasonably and proximately incurred or sustained by this AgreementBuyer due to such non-compliance.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Gencorp Inc), Asset Purchase Agreement (Gencorp Inc)

Bulk Transfer Laws. Notwithstanding any other provision of this Agreement, Buyer acknowledges that hereby waives compliance by Seller will not comply with the provisions of the bulk transfer laws any so-called Bulk Transfer Law of any jurisdiction in connection with the transaction transactions contemplated by this Agreementhereby.

Appears in 1 contract

Sources: Asset Sale and Purchase Agreement (Orbital Sciences Corp /De/)

Bulk Transfer Laws. Buyer acknowledges that Seller will not comply hereby waives compliance with the provisions of the any applicable bulk transfer laws laws. Seller shall indemnify Buyer for any and all costs or expenses that Buyer incurs as a result of any jurisdiction in connection with the transaction contemplated by this Agreementwaiver.

Appears in 1 contract

Sources: Asset Purchase Agreement (STC Broadcasting Inc)

Bulk Transfer Laws. Buyer acknowledges that Seller will not comply hereby waives compliance with the provisions of the any so-called bulk transfer laws of any jurisdiction in connection with the transaction 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 noncompliance by Seller with any such bulk transfer law.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Fastcomm Communications Corp)

Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement. The Seller shall indemnify the Buyer for any liability with respect to any such non-compliance. [Remainder of page intentionally left blank.]

Appears in 1 contract

Sources: Asset Purchase Agreement (Telenetics Corp)

Bulk Transfer Laws. The Seller agrees to indemnify and hold harmless the Buyer acknowledges from and against any Adverse Consequences that arise from the non-compliance or violation by the Seller will not comply with of the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction contemplated by this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (E Centives Inc)

Bulk Transfer Laws. Buyer acknowledges that hereby waives compliance by Seller will not comply with the provisions of the any bulk transfer laws which may be applicable to the transfer of any jurisdiction the assets described in connection with the transaction contemplated by this AgreementContract.

Appears in 1 contract

Sources: Contract of Sale (NewGen Technologies, Inc)

Bulk Transfer Laws. Buyer The Purchaser acknowledges that the Seller will has not comply complied with the provisions of the any "bulk transfer laws law" of any jurisdiction in connection with the transaction contemplated by this Agreementsale of the Purchased Assets to the Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ikon Office Solutions Inc)

Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement. The Seller shall indemnify the Buyer for any liability with respect to any such non- compliance except any liability related to the Assumed Liabilities.

Appears in 1 contract

Sources: Asset Purchase Agreement (Telenetics Corp)

Bulk Transfer Laws. The Buyer acknowledges that the Seller will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement. The Seller shall indemnify the Buyer for any liability with respect to any such non-compliance.

Appears in 1 contract

Sources: Asset Purchase Agreement (Greenland Corp)

Bulk Transfer Laws. Buyer acknowledges and agrees that Seller Sellers will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Purchase Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Fibreboard Corp /De)

Bulk Transfer Laws. Each of Seller and Buyer acknowledges acknowledge that Seller will not comply with the provisions of the any bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement.. Seller will indemnify Buyer for any such noncompliance. * * * * * * * * *

Appears in 1 contract

Sources: Securities Purchase Agreement (Interline Brands, Inc./De)

Bulk Transfer Laws. Buyer acknowledges that waives compliance by Seller will not comply with any laws relating to bulk transfers and bulk sales applicable to the provisions of the bulk transfer laws of any jurisdiction in connection with the transaction transactions contemplated by this Agreement. Seller will indemnify Buyer from any third party Actions arising out of or related to the failure of Seller to comply with such bulk transfer and bulk sales laws.

Appears in 1 contract

Sources: Asset Sale and Purchase Agreement (Worthington Foods Inc /Oh/)