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Agreement Of Bulk Sale Of Goods

(Compliance With Article 6 of the Uniform Commercial Code)

1. Introduction.Agreement made [date] between [name], residing at[address] (Transferor), and [name], with offices at [address] (Transferee).

2. Sale and Description of Goods.Transferor will transfer to Transferee all of its right, title, and interest in and to the goods listed and described on the Schedule of Property attached to this Agreement [omitted] and made a part of it.

3. Sales Price.Transferee will accept transfer of the goods and will pay Transferor the sum of ---------- dollars ($----------) upon delivery of the goods.

4. Place and Time of Delivery.Transferor will deliver the goods to Transferee at [address] on or about [date].

5. List of Transferor's Creditors.Transferor will give Transferee a complete and accurate list of Transferor's creditors in accordance with the provisions of Section 6-104 of the Uniform Commercial Code of [state] at least fifteen days before the date set for payment for or delivery of the goods, whichever shall first occur. The list shall contain the following: the names of all of Transferor's creditors together with their business addresses and the amount that each one of them is owed. The term "creditor" as used in this Agreement shall include general, secured, and lien creditors and any representatives of creditors in accordance with Section 1-201 (12) of the UCC of [state].If Transferor acquires any new creditors or learns of any other claims against Transferor after Transferor has delivered its list of creditors to Transferee, Transferor shall prepare a supplementary schedule in which the names of the new creditors and claimants together with their business addresses and the amount that each one of them is owed shall be shown. This supplementary schedule shall be prepared in accordance with the provisions of Section 6-104 of the UCC of [state] and shall be delivered to Transferee no later than fifteen days before the date on which Transferee must notify the creditors of the transfer of the goods.

6. Statement Regarding Payment of Transferor's Debts. Transferor will also give Transferee an affirmation stating whether all the debts of Transferor are to be paid in full as they come due as a result of the transfer. If the debts are to be paid in full as they come due, the affirmation shall provide the address to which Transferor's creditors may send their invoices and statements. If the debts are not to be paid in full, Transferor shall state whether Transferee is to pay any existing debts and, if so, the names of the creditors to be paid and the amounts owing to them.

7. Transferor's Names and Business Addresses. Transferor shall deliver to Transferee a true and accurate list of all names and business addresses used by Transferor during the three-year period prior to the date of this Agreement, including its present name and business address. Transferor shall also deliver to Transferee an affirmation setting out the information required by Sections 6-107(1)(c) and 6-107(2).

8. Schedule of Property. The Schedule of Property referred to in Paragraph 2, so far as possible, shall contain (a) all items covered by this Agreement; (b) a sufficient description of each item; (c) the quantity of each item; and (d) each item's location. Transferee may inspect the goods and Transferor's records to make certain that the list is complete and accurate.The Schedule of Property shall not be deemed completed until its accuracy and completeness have been approved by both Transferor and Transferee.

9. Preservation of List of Creditors and Schedule of Property. Transferee will preserve the List of Creditors and Schedule of Property for at least six months following the transfer of the goods. The List of Creditors and Schedule of Property shall be kept by Transferee at Transferee's place of business, which is [address], where they shall be made available for inspection and copying by any of Transferor's creditors during reasonable business hours. In lieu of maintaining the List of Creditors and Schedule of Property at Transferee's place of business, Transferee may file them with the following public officer, [name], in accordance with Section 6-104(c) of the UCC of [state].

10. Notice to Creditors. Transferee shall give notice of the transfer to Transferor's creditors.The notice shall contain all of the information required by Section 6-107 of the UCC of [state]. The notices shall be personally delivered or sent by registered or certified mail, postage prepaid, to all the persons and entities shown on the List of Creditors and to all the persons and entities who, to Transferee's knowledge, hold or assert claims against Transferor. The notices shall be delivered or sent at least ten days before the date set for payment for the goods or date on which Transferee takes possession of the goods, whichever shall first occur.

11. Right of Termination. Transferee, at Transferee's option, may terminate this Agreement should Transferor fail to perform or cooperate fully and in a timely manner in the performance of the requirements of Article 6 of the UCC of [state] or the provisions of this Agreement by giving Transferor written notice. Upon the giving of such written notice, this Agreement will terminate forthwith with no further liability on the part of either Transferor or Transferee except for Transferor's obligation to return to Transferee any monies paid by Transferee as a deposit against the purchase price.

IN WITNESS WHEREOF, the parties have signed this Agreement the day and year set out above.

[signature]

Transferor

[signature]

Transferee

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)