U.C.C. - ARTICLE 6 - BULK SALES (Alternative B)
..PART 1. SUBJECT MATTER AND DEFINITIONS
§ 6-105. NOTICE TO CLAIMANTS.
- (1) Except as otherwise provided in subsection (2), to comply with Section 6-104(1)(d) the buyer shall send or deliver a written notice of the bulk sale to each claimant on the list of claimants (Section 6-104(1)(b)) and to any other claimant of whom the buyer has knowledge at the time the notice of the bulk sale is sent or delivered.
- (2) A buyer may comply with Section 6-104(1)(d)
by filing a written notice of the bulk
sale in the office of the [Secretary of State] if:
- (a) on the date of the bulk-sale agreement the seller has 200 or more claimants, exclusive of claimants holding secured or matured claims for employment compensation and benefits, including commissions and vacation, severance, and sick-leave pay; or
- (b) the buyer has received a verified statement from the seller stating that, as of the date of the bulk-sale agreement, the number of claimants, exclusive of claimants holding secured or matured claims for employment compensation and benefits, including commissions and vacation, severance, and sick-leave pay, is 200 or more.
- (3) The written notice of the bulk
sale must be accompanied by a copy of the schedule of distribution (Section 6-106(1))
and state at least:
- (a) that the seller and buyer have entered into an agreement for a sale that may constitute a bulk sale under the laws of the State of _______________;
- (b) the date of the agreement;
- (c) the date on or after which more than ten percent of the assets were or will be transferred;
- (d) the date on or after which more than ten percent of the net contract price was or will be paid, if the date is not stated in the schedule of distribution;
- (e) the name and a mailing address of the seller;
- (f) any other business name and address listed by the seller pursuant to Section 6-104(1)(a);
- (g) the name of the buyer and an address of the buyer from which information concerning the sale can be obtained;
- (h) a statement indicating the type of assets or describing the assets item by item;
- (i) the manner in which the buyer will make available the list of claimants (Section 6-104(1)(f)), if applicable; and
- (j) if the sale is in total or partial satisfaction of an antecedent debt owed by the seller, the amount of the debt to be satisfied and the name of the person to whom it is owed.
- (4) For purposes of subsections (3)(e) and (3)(g), the name of a person is the person's individual, partnership, or corporate name.
- (5) The buyer shall give notice of the bulk sale not less than 45 days before the date of the bulk sale and, if the buyer gives notice in accordance with subsection (1), not more than 30 days after obtaining the list of claimants.
- (6) A written notice substantially complying with the requirements of subsection (3) is effective even though it contains minor errors that are not seriously misleading.
- (7) A form substantially as follows is sufficient to comply with subsection (3):
(1) __________________________, whose address is __________________________,
is described in this notice as the "seller."
(2) _________________________, whose address is _________________________,
is described in this notice as the "buyer."
(3) The seller has disclosed to the buyer that within the past three years
the seller has used other business names, operated at other addresses, or both,
as follows: ______________________________________________.
(4) The seller and the buyer have entered into an agreement dated ________________,
for a sale that may constitute a bulk sale under
the laws of the state of __________________________.
(5) The date on or after which more than ten percent of the assets that
are the subject of the sale were or will be transferred is _______________,
and [if not stated in the schedule of distribution] the date on or after which
more than ten percent of the net
contract price was or will be paid is _______________.
(6) The following assets are the subject
of the sale: __________________________.
(7) [If applicable] The buyer will make available to claimants of the seller
a list of the seller's claimants in the following manner: ________________.
(8) [If applicable] The sale is to satisfy $ _______ of an antecedent debt owed
by the seller to _________________________.
(9) A copy of the schedule of distribution of the net
contract price accompanies this notice.
© Copyright 2005 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.
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