![]() Any loss, liability, obligation, or cost suffered by Seller or Buyer as the result of the failure of Seller or Buyer to comply with the provisions of any bulk sales law applicable to the transfer of the Assets as contemplated by this Agreement shall be borne by Seller.īulk Sales Laws The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.īulk Migration 2.1.11.1 BellSouth will make available to NewPhone a Bulk Migration process pursuant to which NewPhone may request to migrate port/loop combinations, provisioned pursuant to a separate agreement between the parties, to Loops (UNE-L). ![]() Seller hereby indemnifies and agrees to hold Purchaser harmless from, against and in respect of (and shall on demand reimburse Purchaser for) any loss, liability, cost or expense, including, without limitation, attorneys' fees, suffered or incurred by Purchaser by reason of the failure of Seller to pay or discharge such claims.īulk Sales At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract.īulk Sales Law If applicable, the Bulk Sales law of the State of Florida shall be complied with by Seller. ![]() ![]() Please see the current Washtenaw Community College catalog for up-to-date program requirementsīulk Sales Compliance Purchaser hereby waives compliance by Seller with the provisions of the Bulk Sales Law of any state, and Seller warrants and agrees to pay and discharge when due all claims of creditors which could be asserted against Purchaser by reason of such non-compliance to the extent that such liabilities are not specifically assumed by Purchaser under this Agreement.It shall be a condition precedent to the obligation of Purchaser to close the transaction contemplated in this Agreement, that Purchaser receive such release letter from the State of Illinois under the Bulk Sales Laws provided, however, (i) in the event that prior to Closing, Seller furnishes a certificate or statement (a “ Stop Order”) from the Illinois Department of Revenue stating that any tax, penalty or interest is assessed against Seller but unpaid, such condition shall be deemed satisfied and Purchaser may withhold from the Purchase Price an amount equal to the amounts set forth in such Stop Order and deposit such amounts with the Title Company, as escrowee, which shall be held and disbursed by the Title Company pursuant to an escrow agreement to be executed by Purchaser, Seller and the Title Company, as escrowee, on the Closing Date, which escrow agreement shall be in a form reasonably satisfactory to Purchaser and Seller and in compliance with the Bulk Sales Laws and (ii) if the Stop Order or release letter, as the case may be, from the State of Illinois is not received by Closing, then, at Seller’s option, Closing shall be extended until such Stop Order or release is received, or shall occur so long as Seller shall execute an indemnification agreement, in form and substance reasonably satisfactory to Purchaser, indemnifying Purchaser against any claims by the State of Illinois for any unpaid taxes, penalties or interest owed by Seller. Seller shall at or prior to Closing provide Purchaser with evidence of Seller’s timely request for such release letter. and any tax, penalty or interest due under the Retailer’s Occupation Tax Act 35 ILCS 5/902 et seq. Bulk Sales Release Letter. As soon as reasonably practical after the execution and delivery of this Agreement, but no later than five (5) days after the Effective Date, Seller shall request and shall use good faith diligent efforts to obtain a release letter issued to Purchaser by the Illinois Department of Revenue showing that Purchaser has no liability for the payment of any of Seller’s assessed but unpaid taxes, penalties or interest due under the Illinois Income Tax Act, 35 ILCS 120/5j et seq.
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