State Codes and Statutes

Statutes > New-york > Gob > Article-5 > Title-17 > 5-1704

§  5-1704.  Provisions  prohibited  in transfer agreement. No transfer  agreement or other document or agreement executed  in  association  with  the  transfer  shall contain any provision described in this section. To  the extent that  a  prohibited  provision  is  included  in  a  transfer  agreement  such  provision shall be void and unenforceable. A prohibited  provision is:    (a) any provision that waives the payee's right to sue under any  law,  or  where  the  payee agrees not to sue, or which waives jurisdiction or  standing to sue under the transfer agreement;    (b) any provision that  requires  the  payee  to  indemnify  and  hold  harmless the transferee, or to pay the transferee's costs of defense, in  any  claim  or  action  brought  by  the  payee on or the payee's behalf  contesting the transfer for any reason;    (c) any provision that requires the  payee  to  pay  the  transferee's  attorney's  fees  or  costs if the transfer contemplated by the transfer  agreement is not completed; and    (d) any provision that requires the payee to  pay  any  tax  liability  arising  under  federal  tax  laws,  other  than  the  seller's  own tax  liability, if any, that results from the transfer.

State Codes and Statutes

Statutes > New-york > Gob > Article-5 > Title-17 > 5-1704

§  5-1704.  Provisions  prohibited  in transfer agreement. No transfer  agreement or other document or agreement executed  in  association  with  the  transfer  shall contain any provision described in this section. To  the extent that  a  prohibited  provision  is  included  in  a  transfer  agreement  such  provision shall be void and unenforceable. A prohibited  provision is:    (a) any provision that waives the payee's right to sue under any  law,  or  where  the  payee agrees not to sue, or which waives jurisdiction or  standing to sue under the transfer agreement;    (b) any provision that  requires  the  payee  to  indemnify  and  hold  harmless the transferee, or to pay the transferee's costs of defense, in  any  claim  or  action  brought  by  the  payee on or the payee's behalf  contesting the transfer for any reason;    (c) any provision that requires the  payee  to  pay  the  transferee's  attorney's  fees  or  costs if the transfer contemplated by the transfer  agreement is not completed; and    (d) any provision that requires the payee to  pay  any  tax  liability  arising  under  federal  tax  laws,  other  than  the  seller's  own tax  liability, if any, that results from the transfer.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Gob > Article-5 > Title-17 > 5-1704

§  5-1704.  Provisions  prohibited  in transfer agreement. No transfer  agreement or other document or agreement executed  in  association  with  the  transfer  shall contain any provision described in this section. To  the extent that  a  prohibited  provision  is  included  in  a  transfer  agreement  such  provision shall be void and unenforceable. A prohibited  provision is:    (a) any provision that waives the payee's right to sue under any  law,  or  where  the  payee agrees not to sue, or which waives jurisdiction or  standing to sue under the transfer agreement;    (b) any provision that  requires  the  payee  to  indemnify  and  hold  harmless the transferee, or to pay the transferee's costs of defense, in  any  claim  or  action  brought  by  the  payee on or the payee's behalf  contesting the transfer for any reason;    (c) any provision that requires the  payee  to  pay  the  transferee's  attorney's  fees  or  costs if the transfer contemplated by the transfer  agreement is not completed; and    (d) any provision that requires the payee to  pay  any  tax  liability  arising  under  federal  tax  laws,  other  than  the  seller's  own tax  liability, if any, that results from the transfer.