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Contracts,
Corporate

Dec. 10, 2014

UCC: a forgotten code in asset purchase transactions

he Uniform Commercial Code has become the "forgotten code" when it comes to agreements to acquire a business in an asset purchase transaction. It may be forgotten, but it is still relevant.

Keith Paul Bishop

Partner
Allen Matkins Leck Gamble Mallory & Natsis LLP

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The Uniform Commercial Code has become the "forgotten code" when it comes to agreements to acquire a business in an asset purchase transaction. It may be forgotten, but it is still relevant. Lawyers who fail to consider the UCC may encounter some unexpected and undesired consequences.

When drafting or negotiating an asset purchase agreement, the first question should be does the UCC apply at all? Section 2102 of the UCC provides that Division 2 of the UCC, covering sales, applies ...

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