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  1. This particular case is the sale of tax clients...well the seller is offering the buyer audit insurance to sell to the clients yet the seller is not a state registered agent or broker. NY requires anyone who sells insurance to external parties to be licensed to sell insurance. Therefore it looks to me that the seller cannot meet the obligation in the contract thereby making the contract nullified....
  2. If 2 parties enter into a contract for the sale of a client list and a clause in the contract states that the selling party will offer audit insurance that the buying party can then offer to the clients and at a later date the buyer discovers that seller is not a licensed insurance agent or broker, would this nullify the contract.
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