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 New Hampshire Provision in Bulk Sales Agreement Regarding Information to be Supplied by Seller is a crucial aspect of business transactions in the state. This provision outlines the specific details that a seller must provide to the buyer during a bulk sale, ensuring transparency and protecting the interests of all parties involved. Here are the different types of New Hampshire Provisions in Bulk Sales Agreement regarding information to be supplied by the seller: 1. Inventory Details: This provision requires the seller to provide a comprehensive list of the inventory being sold. It includes information such as item descriptions, quantities, quality standards, and any restrictions or encumbrances related to the inventory. 2. Financial Statements: In this provision, the seller must supply financial statements for the business. These statements typically include balance sheets, income statements, cash flow statements, and any related footnotes. The financial statements provide an overview of the company's financial health and performance. 3. Liabilities and Debts: This provision ensures that the seller discloses all existing liabilities and debts associated with the business. It includes outstanding loans, debts to suppliers, legal claims, liens, or any other financial obligations that may affect the buyer's decision. 4. Tax Information: The New Hampshire Provision also requires the seller to disclose any outstanding tax liabilities, including federal, state, and local taxes. This information helps the buyer evaluate potential tax risks associated with the business acquisition. 5. Contracts and Agreements: This provision mandates the seller to provide a list of all existing contracts and agreements related to the business. It includes lease agreements, supplier contracts, customer contracts, distribution agreements, and other legally binding documents that may impact the buyer's decision-making process. 6. Intellectual Property: If the business being sold possesses any intellectual property rights, the seller must disclose these details. This includes trademarks, patents, copyrights, trade secrets, or any other intellectual property assets owned by the business. 7. Employee and Personnel Information: The seller must provide information related to employees, including a list of all employees and their respective roles, compensation agreements, employment contracts, and any existing labor disputes or pending litigation involving employees. 8. Customer and Supplier Information: This provision requires the seller to provide details of the customer base and supplier network. It includes a list of key customers, sales data, customer contracts, and supplier agreements. This information allows the buyer to assess the stability and relationship management aspect of the business. 9. Business Records and Licenses: The seller is obligated to provide any business records, licenses, permits, certifications, or authorizations necessary for the lawful operation of the business. This ensures that the buyer is aware of all regulatory compliance requirements. By incorporating these various provisions into the Bulk Sales Agreement, the New Hampshire legislation aims to protect the buyer from potential risks and ensure a fair and transparent business acquisition process.
