Bulk sales

21 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Bulk Sales Laws

   The parties shall comply with any bulk sales, bulk transfer, or similar Laws, of any jurisdiction that may otherwise be applicable, including but not limited to Ga. Stat. Ann. § 48-8-46 and any amendments thereto, with respect to the sale of any or all of the Purchased Assets to Buyer (the “ Bulk Sales Laws ”). Any Taxes, Liens or other similar amounts incurred by, assessed against, imposed upon or otherwise due from Seller, directly or indirectly, for which Buyer could become personally liable by reason of such Bulk Sales Laws are hereinafter called “ Seller’s Taxes .”. Prior to Closing, Seller shall file a final Georgia sales and use tax return and shall request tax clearance for all available Tax types and provide evidence of clearance to Buyer. Seller shall ensure prompt payment of any Seller’s Taxes prior to Closing and provide evidence of same to Buyer. Any Liabilities arising out of the failure of Buyer or Seller to comply with the requirements and provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction shall be treated as Excluded Liabilities

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Bulk Sales

   Each of the Parties hereby waive compliance by itself and each and every member of such Party’s respective Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Purchased Assets to Buyer or any member of the Buyer Group

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 3 agreements we hold

3. 03

   Bulk Sales Law

   The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Purchaser; it being understood that any Liabilities arising out of the failure 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

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Bulk 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 shall be treated as Excluded Liabilities

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Bulk Sales Laws

   The Parties hereby waive compliance with the provisions of any Bulk Sales Law that may otherwise be applicable with respect to the sale of any or all of the Acquired Assets to Buyer (provided, that, for clarity, any Liabilities arising out of the failure of Seller or any Acquired Subsidiary to comply with the requirements and provisions of any Bulk Sales Law shall be treated as an Excluded Liability)

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Bulk Sales Tax Notice

   Seller and Buyer agree to comply with the provisions of the applicable bulk sales laws and the regulations promulgated thereunder in connection with the transactions contemplated by this Agreement. Buyer shall be solely and exclusively responsible for the payment of any sales tax, including but not limited to any Bulk Sales Tax, that may be required by Nevada with regards to the sale of the Purchased Assets

   HIGH WIRE NETWORKS, INC. (HWNI, HWNID) (CIK 0001413891) · filed 2025-10-14 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Bulk Transfer 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 the Buyer

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Bulk Sale

   Seller and Purchaser acknowledge that they do not intend to comply with and have agreed to waive the provisions of any statutory bulk sale or similar requirements applicable to the transaction to be effected by this Agreement

   Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2024-08-08 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Bulk Sales Laws

   The Company acknowledges that any applicable provisions of any tax clearance or bulk sales laws pertaining to the transactions contemplated by this Agreement are being complied with and that the Company agrees to indemnify and hold Asset Purchase Agreement - Page 4 harmless Purchaser from and against any and all liabilities arising out of or relating to any such tax clearance or bulk sales law. Any such liability shall be an Excluded Liability. Article III PURCHASE PRICE FOR THE PURCHASED ASSETS The Purchaser shall pay to the Company for all of the Purchased Assets a total purchase price of Four Million Eight Hundred Fifty Thousand Dollars ($4,850,000.00) plus sums calculated under 1.4 herein (the “Purchase Price” ), which will be payable at the Closing, as follows: (a) One Million Five Hundred Thousand Dollars ($1,500,0000) cash by wire transfer; (b) issue to the Company a 10-year promissory note (the “ Promissory Note ”) with a principal amount equal to Three Million Three Hundred Fifty Thousand ($3,350,000.00) Dollars, which Promissory Note will bear interest at the rate of 7% per annum and be payable, in arrears, in 120 equal monthly payments of principal and interest of $38,896.34, based on a 10-year amortization schedule, with the first payment due 30 days after Closing. The Promissory Note will be secured by a first lien on the Purchased Assets pursuant to a security agreement and the filing of a UCC financing statement and additionally the provision of an absolute, unconditional, and continuing guarantee of BD Hospitality Acquisition, Inc. and a Pledge by BD Hospitality Acquisition, Inc. of its Stock in Purchaser. Purchaser shall remain liable under 1.5 hereof. Article IV CLOSING Section 1.1 The Closing . The closing (the “ Closing ”) of the transactions contemplated by this Agreement shall take place as soon as practicable and when agreed to by the parties, but in no event until the satisfaction or waiver of the conditions set forth in Article VIII and Article IX (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to satisfaction or waiver of those conditions), or on such other date as the Parties may mutually agree in writing (the “ Closing Date ”). The Closing will take place at the office of Title Partners, 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240, or at such other place as agreed upon among the […]

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing

10. 10

    Bulk Sales

    The transfer, assignment and conveyance of the Servicing Rights by Seller pursuant to this Agreement is not subject to the Hart-Scott-Rodino Antitrust Improvements Act, or the bulk transfer or any similar statutory provisions in effect in any jurisdiction, the laws of which apply to such transfer, assignment and conveyance. -16- Section 4.7 Insurance. (a) Schedule 3.18(a) to the Asset Purchase Agreement sets forth a true and complete list of all current insurance policies covering Seller and/or its assets, properties, employees and business, other than insurance programs or policies relating to any Purchased Assets. Seller has provided Buyer with true and complete copies of all such policies. (b) With respect to each insurance policy identified in Schedule 3.18(a) to the Asset Purchase Agreement, (i) such policy is legal, valid, binding, enforceable and in full force and effect and (ii) neither Seller nor any other party to the policy is in material breach or default thereunder (including with respect to the payment of premiums or the giving of notices) and no event has occurred that, with notice or the lapse of time, would constitute such a material breach or default, or permit any termination, modification or acceleration under such policy. Seller and its Subsidiaries have been covered during the past three (3) years by insurance substantially similar in scope to that listed in Schedule 3.18(a) to the Asset Purchase Agreement. Seller and its Subsidiaries have no self-insurance or co-insurance programs. (c) Except as set forth on Schedule 3.18(c) to the Asset Purchase Agreement, there are no pending claims under any insurance policy of Seller or any of its Subsidiaries, relating to workers compensation or other covered employment-related claims, general liability, mortgage impairment, bond, D&O or E&O for which the maximum outstanding liability (including expenses) would reasonably be expected to be greater than $100,000

    Finance of America Companies Inc. (FOA, FOACW) (CIK 0001828937) · filed 2023-03-16 · read the filing

11. 11

    Bulk Sale and Tax Clearance Certificates

    Seller and Purchaser acknowledge that to the extent permitted by applicable law, they do not intend to comply with and have agreed to waive the provisions of any statutory bulk sale or similar requirements applicable to the transaction to be effected by this Agreement. Seller and Purchaser also acknowledge that to the extent Seller’s deed to Purchaser states either that (i) the conveyance does not represent the sale of all of substantially all of Seller’s assets in Massachusetts or (ii) Seller is not taxed as a corporation for federal or state tax purposes, then no sale and occupancy or similar tax clearance certificates be obtained in connection with the Closing. No later than fifteen (15) days prior to the Closing Date, Seller agrees to request a Certificate of Good Standing and/or Tax Compliance from the Commonwealth of Massachusetts Department of Revenue and shall deliver the same to Purchaser promptly upon receipt

    ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) · filed 2024-05-09 · read the filing

12. 12

    Bulk-Sales Laws

    The Purchaser hereby waives compliance by the Company with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to the Purchaser; provided, however, that the Company agrees to (a) pay and discharge when due or to contest or litigate all claims of creditors, which are asserted against the Purchaser or the Purchased Assets by reason of such noncompliance, (b) indemnify, defend and hold harmless the Purchaser from and against any and all such claims in the manner provided in ARTICLE IX and (c) take promptly all necessary action to remove any Lien, which is placed on the Purchased Assets by reason of such noncompliance. Any “bulk-transfer” Law that addresses Taxes shall be governed by ARTICLE IX and not by this Section 2.6

    First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-01-08 · read the filing