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ucc6

ucc6

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Published by Glenn Augenstein
UCC Article 6, and Official Comments
UCC Article 6, and Official Comments

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Categories:Types, Business/Law
Published by: Glenn Augenstein on Dec 20, 2011
Copyright:Attribution Non-commercial

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07/16/2013

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REPEALER OF U.C.C. - ARTICLE6 - BULK TRANSFERSand[REVISED] U.C.C. - ARTICLE 6 -BULK SALES
Copyright 1978, 1987, 1988, 1990, 1991, 1992, 1998, 2001by The American Law Institute and the National Conference of Commissioners on Uniform State Laws;reproduced, published and distributed with the permissionof the Permanent Editorial Board for the UniformCommercial Code for the limited purposes of study,teaching, and academic research. Published by the Legal Information Institute , Cornell LawSchool, March 2004. For the version of this article (and other uniform laws) adopted by a particular state visit the LII's Uniform Commercial Code Locator page at:http://www.law.cornell.edu/uniform/ucc.html   Decisions and related materials in the commercial law field  generally are available at:http://www.law.cornell.edu/topics/commercial.html  
(States to Select One Alternative -- Aor B)
 ALTERNATIVE A§ 1. Repeal.
Article 6 and Section9-111of the Uniform Commercial Code are hereby repealed,effective _______________.
§ 2. Amendment.
Section1-105(2)of the Uniform Commercial Code is hereby amended to read asfollows:
1Legal Information Institute, Cornell Law School (Mar. 2004 ed.)
 
 
2Legal Information Institute, Cornell Law School (Mar. 2004 ed.)
 
(2) Where one of the following provisions of this Act specifies the applicable law,that provision governs and a contrary agreement is effective only to the extentpermitted by the law (including the conflict of laws rules) so specified:Rights of creditors against sold goods. Section2-402.Applicability of the Article on Leases. Sections2A-105and2A-106. Applicability of the Article on Bank Deposits and Collections. Section4-102.Applicability of the Article on Investment Securities. Section8-106.Perfection provisions of the Article on Secured Transactions. Section9-103.
§ 3. Amendment.
Section2-403(4)of the Uniform Commercial Code is hereby amended to read asfollows:(4) The rights of other purchasers of goods and of lien creditors are governed bythe Articles on Secured Transactions (Article 9) and Documents of Title (Article7).
§ 4. Savings Clause.
Rights and obligations that arose under Article 6 and Section9-111of the UniformCommercial Code before their repeal remain valid and may be enforced as thoughthose statutes had not been repealed.]
Legislative Note:
To take account of differences between former Article 9 andrevised Article 9, a State that repeals Article 6 after revised Article 9 takes effectmust make the following changes to Alternative A. First, inasmuch as revised Article9 contains no counterpart of former Section 9-111, the reference to that section inSection 1 of the repealer should be deleted, and Section 4 of the repeal bill shouldallude to former Section 9-111. Second, the last entry in Section 1-105(2) should beamended as shown above in this Appendix.[END OF ALTERNATIVE A]
 ALTERNATIVE B
PART 1. SUBJECT MATTER AND DEFINITIONS
§ 6-101. Short Title.
This Article shall be known and may be cited as Uniform Commercial Code - BulkSales.
 
3Legal Information Institute, Cornell Law School (Mar. 2004 ed.)
 
§ 6-102. Definitions and Index of Definitions.
(1) In this Article, unless the context otherwise requires:(a) "
Assets
" means the inventory that is the subject of abulk saleand anytangible and intangible personal property used or held for use primarily in, orarising from, the seller's business and sold in connection with that inventory, butthe term does not include:(i) fixtures (Section9-102(a)(41)) other than readily removable factory andoffice machines;(ii) the lessee's interest in a lease of real property; or(iii) property to the extent it is generally exempt fromcreditorprocess undernonbankruptcy law.(b) "
Auctioneer
" means a person whom the seller engages to direct, conduct,control, or be responsible for a sale by auction.(c) "
Bulk sale
" means:(i) in the case of a sale by auction or a sale or series of sales conducted by aliquidatoron the seller's behalf, a sale or series of sales notin the ordinarycourse of the seller's businessof more than half of the seller's inventory, asmeasured byvalueon thedate of the bulk-sale agreement, if on that date the auctioneeror liquidator has notice, or after reasonable inquiry would have hadnotice, that the seller will not continue to operate the same or a similar kind of business after the sale or series of sales; and(ii) in all other cases, a sale notin the ordinary course of the seller's business of more than half the seller's inventory, as measured byvalueon thedate of  the bulk-sale agreement, if on that date the buyer has notice, or afterreasonable inquiry would have had notice, that the seller will not continue tooperate the same or a similar kind of business after the sale.(d) "
Claim
" means a right to payment from the seller, whether or not the rightis reduced to judgment, liquidated, fixed, matured, disputed, secured, legal, orequitable. The term includes costs of collection and attorney's fees only to theextent that the laws of this state permit the holder of the claim to recover themin an action against the obligor.(e) "
Claimant
" means a person holding aclaimincurred in the seller's businessother than:(i) an unsecured and unmatured claim for employment compensation andbenefits, including commissions and vacation, severance, and sick-leave pay;

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