§ 8.6A-105. Notice to claimants
(1) Except as otherwise provided in subsection (2), in order to comply with § 8.6A-104(1) (d) the buyer shall send or deliver a written notice of the bulk sale to each claimant on the list of claimants (§ 8.6A-104(1) (b)) and to any other claimant of whom the buyer has knowledge at the time that the notice of the bulk sale is sent or delivered.
(2) A buyer may comply with § 8.6A-104(1) (d) by filing a written notice of the bulk sale in the office of the clerk of the circuit court of the county or city where the seller's business is located 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 (§ 8.6A-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 § 8.6A-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 (§ 8.6A-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 forty-five days before the date of the bulk sale and, if the buyer gives notice in accordance with subsection (1), not more than thirty 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):
Notice of Sale
(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.
(1997, c. 121.)
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