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Y is only an employee and not in management.

None

I do not consider [the advance described in II.A.] to be part of the purchase price.

None.

This is a reportable transaction. A should file to acquire C and D.

If a person assigns his contract right to another person prior to the acquisition then he has not made an acquisition of the underlying assets.

A retailers acquisition of account receivables (A/R) which were previously created by a bank in connection with sales by the retailer is exempt where the retailer has a financial division which is...

A payment by a supplier to a [retailer](redacted) to maintain a supply agreement is not an asset.

Assuming that no person has control of the subject partnership based upon the distribution of assets upon dissolution, where a creditor has its notes repaid any subsequent distributions to this former...

None (but see 9204015)

None.

Called Mr.(redacted) 3-27-92. Must look at Section 801.40. Does it apply? Who controls the newly formed company? It is its own UPE since the v/s in theRevocable Trust are attributed back to the...

I concur, but caution that secondary acquisitions aggregated with current X minority holdings may take them out of the 802.64 exemption for certain secondary acquisitions. Called (redacted) 3-17-92...

No response provided.

3-17-92 Called (redacted) and confirmed. (Redacted) agree.

Called on 3/12. Left message stating that the letter accurately reflects our conversation and informal advice rendered. The acquisition appears to be part of a bona fide debt workout although the...

Called (redacted) 3-5-92-- I agree with letter (since notes clear up some of the questions) RS concurs. What is the size of W. Corp? If less than $25MM in net sales and total assets then exempt under...