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U.C.C. - ARTICLE 6 - BULK SALES (Alternative B)
..PART 1. SUBJECT MATTER AND DEFINITIONS

§ 6-103. APPLICABILITY OF ARTICLE.

  • (1) Except as otherwise provided in subsection (3), this Article applies to a bulk sale if:
    • (a) the seller's principal business is the sale of inventory from stock; and
    • (b) on the date of the bulk-sale agreement the seller is located in this state or, if the seller is located in a jurisdiction that is not a part of the United States, the seller's major executive office in the United States is in this state.
  • (2) A seller is deemed to be located at his [or her] place of business. If a seller has more than one place of business, the seller is deemed located at his [or her] chief executive office.
  • (3) This Article does not apply to:
    • (a) a transfer made to secure payment or performance of an obligation;
    • (b) a transfer of collateral to a secured party pursuant to Section 9-503;
    • (c) a sale of collateral pursuant to Section 9-504;
    • (d) retention of collateral pursuant to Section 9-505;
    • (e) a sale of an asset encumbered by a security interest or lien if (i) all the proceeds of the sale are applied in partial or total satisfaction of the debt secured by the security interest or lien or (ii) the security interest or lien is enforceable against the asset after it has been sold to the buyer and the net contract price is zero;
    • (f) a general assignment for the benefit of creditors or to a subsequent transfer by the assignee;
    • (g) a sale by an executor, administrator, receiver, trustee in bankruptcy, or any public officer under judicial process;
    • (h) a sale made in the course of judicial or administrative proceedings for the dissolution or reorganization of an organization;
    • (i) a sale to a buyer whose principal place of business is in the United States and who:
      • (i) not earlier than 21 days before the date of the bulk sale, (A) obtains from the seller a verified and dated list of claimants of whom the seller has notice three days before the seller sends or delivers the list to the buyer or (B) conducts a reasonable inquiry to discover the claimants;
      • (ii) assumes in full the debts owed to claimants of whom the buyer has knowledge on the date the buyer receives the list of claimants from the seller or on the date the buyer completes the reasonable inquiry, as the case may be;
      • (iii) is not insolvent after the assumption; and
      • (iv) gives written notice of the assumption not later than 30 days after the date of the bulk sale by sending or delivering a notice to the claimants identified in subparagraph (ii) or by filing a notice in the office of the [Secretary of State];
    • (j) a sale to a buyer whose principal place of business is in the United States and who:
      • (i) assumes in full the debts that were incurred in the seller's business before the date of the bulk sale;
      • (ii) is not insolvent after the assumption; and
      • (iii) gives written notice of the assumption not later than 30 days after the date of the bulk sale by sending or delivering a notice to each creditor whose debt is assumed or by filing a notice in the office of the [Secretary of State];
    • (k) a sale to a new organization that is organized to take over and continue the business of the seller and that has its principal place of business in the United States if:
      • (i) the buyer assumes in full the debts that were incurred in the seller's business before the date of the bulk sale;
      • (ii) the seller receives nothing from the sale except an interest in the new organization that is subordinate to the claims against the organization arising from the assumption; and
      • (iii) the buyer gives written notice of the assumption not later than 30 days after the date of the bulk sale by sending or delivering a notice to each creditor whose debt is assumed or by filing a notice in the office of the [Secretary of State];
    • (l) a sale of assets having:
      • (i) a value, net of liens and security interests, of less than $10,000. If a debt is secured by assets and other property of the seller, the net value of the assets is determined by subtracting from their value an amount equal to the product of the debt multiplied by a fraction, the numerator of which is the value of the assets on the date of the bulk sale and the denominator of which is the value of all property securing the debt on the date of the bulk sale; or
      • (ii) a value of more than $25,000,000 on the date of the bulk-sale agreement; or
    • (m) a sale required by, and made pursuant to, statute.
  • (4) The notice under subsection (3)(i)(iv) must state: (i) that a sale that may constitute a bulk sale has been or will be made; (ii) the date or prospective date of the bulk sale; (iii) the individual, partnership, or corporate names and the addresses of the seller and buyer; (iv) the address to which inquiries about the sale may be made, if different from the seller's address; and (v) that the buyer has assumed or will assume in full the debts owed to claimants of whom the buyer has knowledge on the date the buyer receives the list of claimants from the seller or completes a reasonable inquiry to discover the claimants.
  • (5) The notice under subsections (3)(j)(iii) and (3)(k)(iii) must state: (i) that a sale that may constitute a bulk sale has been or will be made; (ii) the date or prospective date of the bulk sale; (iii) the individual, partnership, or corporate names and the addresses of the seller and buyer; (iv) the address to which inquiries about the sale may be made, if different from the seller's address; and (v) that the buyer has assumed or will assume the debts that were incurred in the seller's business before the date of the bulk sale.
  • (6) For purposes of subsection (3)(l), the value of assets is presumed to be equal to the price the buyer agrees to pay for the assets. However, in a sale by auction or a sale conducted by a liquidator on the seller's behalf, the value of assets is presumed to be the amount the auctioneer or liquidator reasonably estimates the assets will bring at auction or upon liquidation.
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© 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.