The purpose of the Bulk Sale Statute is to protect a purchaser from inheriting any tax debt from a seller of business assets. A bulk sale is the sale (or transfer or assignment) of an individual's or company's business asset/s, in whole or in part, outside of the ordinary course of business.
When a purchaser fails to supply proper bulk sale notification, the purchaser is responsible for any State tax obligations resulting from the sale. The Division can take steps necessary to satisfy the seller's tax indebtedness including judgment, levy, and seizure of assets of the purchaser as well as the seller.
When a restaurant owner sells all of their kitchen equipment to another restaurant owner, that would be considered a bulk sale. If a software company sells their patent rights to another company, that would also be a bulk sale.
While most states have repealed their bulk sales statutes, in some states across the U.S., such as California, Delaware, Illinois, New Jersey and Pennsylvania, the practice of bulk sales compliance remains alive and well.
No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties Parties, and their respective permitted successors and assigns.
What are they? The purpose of an assignment clause in a contract is to allow a party transfer a benefit it is entitled to receive under that contract to another party. A contract may simply be described as a trading of obligations for benefits.
In other words, an assignment clause allows the buyer of a home to sell the place before they take possession of it. In Ontario, assignments are more common in pre-built homes and condos than on re-sale properties, but they are possible on any type of trade.