A bulk sale is a sale of goods by a business which engages in selling items out of inventory, often in liquidating or selling a business, and is governed by Article 6 of the Uniform Commercial Code (UCC) which deals with bulk sales. Article 6 has been adopted at least in part in all states. If the parties do not comply with the notification process for a bulk sale, creditors of the seller may obtain a declaration that the sale was invalid against the creditors and the creditors may take possession of the goods or obtain judgment for any proceeds the buyer received from a subsequent sale.
UCC Section 6-104 specifies the duties of the bulk sales buyer, including determining the identity of the seller, and preparation of a list of claimants and a schedule of distribution. These duties are imposed on the buyer in order to give claimants the opportunity to learn of the bulk sale before the seller has been paid and disappeared with the money.
The Indiana Provision in a Bulk Sales Agreement Regarding Information to be Supplied by Seller is an essential part of the agreement that outlines the details and requirements for the seller to provide necessary information to the buyer during a bulk sale transaction in Indiana. The provision ensures that the buyer has access to all pertinent information related to the assets being sold, ensuring transparency and protecting the buyer's interests. The specific details and information required under the Indiana Provision may vary depending on the nature of the sale and the assets involved. However, there are some common types of information typically covered by this provision: 1. Financial Statements: The seller is required to supply financial statements, such as balance sheets, income statements, and cash flow statements, for a specified period before the sale. These statements provide important insights into the financial health and performance of the assets being sold. 2. Inventory Lists: The seller must provide an inventory list detailing all goods, products, or materials included in the sale. This list typically includes item descriptions, quantities, values, and any other relevant information necessary for evaluating the sale's value. 3. Liabilities and Debts: The provision may require the seller to disclose any outstanding debts, liabilities, loans, or other financial obligations related to the assets being sold. This information helps the buyer assess potential risks associated with the transaction. 4. Contracts and Leases: The seller should provide copies of all relevant contracts, leases, or agreements associated with the assets. This includes agreements with suppliers, business partners, customers, or any other third parties that may impact the ongoing operations or value of the assets. 5. Intellectual Property: If any intellectual property rights are part of the sale, such as patents, trademarks, or copyrights, the seller must disclose and provide documentation for these assets. This helps the buyer evaluate the potential value and legal protection associated with the intellectual property. 6. Permits and Licenses: The seller needs to disclose any permits, licenses, or certifications required for the assets' operation. This includes local, state, or federal permits and licenses, ensuring that the buyer understands the legal requirements associated with the assets. 7. Employee Information: If the sale involves a business with employees, the seller may be required to supply information about the workforce. This can include employee contracts, wage information, benefits, and any pending or potential labor disputes or obligations. It's important to note that the specific requirements and types of information to be supplied by the seller under the Indiana Provision may differ based on the individual transaction, industry-specific regulations, and legal requirements. Therefore, it is crucial for both parties to carefully review the provision and tailor it to suit their specific needs and circumstances.
