1307001 Informal Interpretation

Michael Verne

Refer to comment below. KW concurs.


From: (Redacted)
Sent: Monday, July 01, 2013 1:28 PM
To: Verne, B. Michael; Walsh, Kathryn

In my asset acquisition, the Buyer is acquiring the following classes of assets-any my annotations are in red following each listing:

all Inventory; ( non-exempt, not ordinary course)
(MV – Yes)

all Accounts Receivable; (exempt for 802.4 purposes as cash equivalents?) (MV – No see FI-9)

all Contracts; ( non-exempt but no value unless Buyer is paying a premium)
(MV – Yes)

all Real Property Leases; (non-exempt but no value unless a premium is being paid)
(MV stepping in as lessee?)

all Fixtures and Equipment; (non-exempt)
(MV – Yes)

all IT Assets; (non-exempt)
(MV – Yes)

all Owned Intellectual Property; (non-exempt unless non-US)'
(MV – Yes)

all Intellectual Property Contracts; (exempt if non-US and if there is no premium being paid, assuming there is no acquisition of an exclusive license)value)
(MV – Yes)

all Permits; (non-exempt)
(MV – Yes)

all Books and Records, except as provided in Section 2.2(i); (non-exempt but presumably no
(MV – Yes)

all credits, prepaid expenses, advance payments and security deposits to the extent related to the Business; (seems exempt for 802.4 purposes) and
(MV - cash equivs)

all guaranties, warranties, indemnities, Claims and similar rights of any nature in favor of the Sellers or any of their
(MV – Yes)

Affiliates to the extent related to the Business ( non-exempt, not clear if there is any value)

And, although not specifically enumerated, I believe there would be goodwill as well and this would have to be valued.'


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