Question
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.'