Section 5-1704. Provisions prohibited in transfer agreement  


Latest version.
  • 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.