(a) In this division, unless the context otherwise requires: (1) âAssetsâ means the inventory and equipment that is the subject of a bulk sale and any tangible and intangible personal property used or held for use primarily in, or arising from, the sellerâs business and sold in connection with that inventory and equipment, but the term does not include any of the following: (i) Fixtures (paragraph (41) of subdivision (a) of Section 9102) other than readily removable factory and office machines. (ii) The lesseeâs interest in a lease of real property. (iii) Property to the extent it is generally exempt from creditor process under nonbankruptcy law. (2) âAuctioneerâ means a person whom the seller engages to direct, conduct, control, or be responsible for a sale by auction. (3) âBulk saleâ means either of the following: (i) In the case of a sale by auction or a sale or series of sales conducted by a liquidator on the sellerâs behalf, a sale or series of sales not in the ordinary course of the sellerâs business of more than half of the sellerâs inventory and equipment, as measured by a value on the date of the bulk-sale agreement. (ii) In all other cases, a sale not in the ordinary course of the sellerâs business of more than half the sellerâs inventory and equipment, as measured by value on the date of the bulk-sale agreement. (4) âClaimâ means a right to payment from the seller, whether or not the right is reduced to judgment, liquidated, fixed, matured, disputed, secured, legal, or equitable. The term includes costs of collection and attorneyâs fees only to the extent that the laws of this state permit the holder of the claim to recover them in an action against the obligor. (5) âClaimantâ means a person holding a claim incurred in the sellerâs business other than any of the following: (i) An unsecured and unmatured claim for employment compensation and benefits, including commissions and vacation, severance, and sick-leave pay. (ii) A claim for injury to an individual or to property, or for breach of warranty, unless all of the following are satisfied: (A) A right of action for the claim has accrued. (B) The claim has been asserted against the seller. (C) The seller knows the identity of the person asserting the claim and the basis upon which the person has asserted it. (iii) A claim for taxes owing to a governmental unit, if both of the following are satisfied: (A) A statute governing the enforcement of the claim permits or requires notice of the bulk sale to be given to the governmental unit in a manner other than by compliance with the requirements of this division. (B) Notice is given in accordance with the statute. (6) âCreditorâ means a claimant or other person holding a claim. (7) (i) âDate of the bulk saleâ means either of the following: (A) If the sale is by auction or is conducted by a liquidator on the sellerâs behalf, the date on which more than 10 percent of the net proceeds is paid to or for the benefit of the seller. (B) In all other cases, the later of the date on which either of the following occurs: (I) More than 10 percent of the net contract price is paid to or for the benefit of the seller. (II) More than 10 percent of the assets, as measured by value, are transferred to the buyer. (ii) For purposes of this subdivision the following shall apply: (A) Delivery of a negotiable instrument (subdivision (1) of Section 3104) to or for the benefit of the seller in exchange for assets constitutes payment of the contract price pro tanto. (B) To the extent that the contract price is deposited in an escrow, the contract price is paid to or for the benefit of the seller when the seller acquires the unconditional right to receive the deposit or when the deposit is delivered to the seller or for the benefit of the seller, whichever is earlier. (C) An asset is transferred when a person holding an unsecured claim can no longer obtain through judicial proceedings rights to the
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