N.Y. General Obligations Law § 5-1704: Provisions prohibited in transfer agreement

§ 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.