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Re: Valuator2 post# 181201

Wednesday, 07/12/2023 9:20:37 AM

Wednesday, July 12, 2023 9:20:37 AM

Post# of 198712
Another thought regarding the structure of the transaction. It's my understanding that for a merger, ie a legal combination of two companies into one, the new owner will generally be responsible for liabilities of the acquired company, including pending lawsuits.

But if the acquisition is structured as an asset purchase, the transaction is only the purchase of specific assets of a company, and the new owner does not acquire the liabilities of the acquired company unless they specifically agree to do so.

Similarly, in a "sale free and clear of all liens and encumbrances", the buyer of the assets is not responsible for the debts of the seller, unless they specifically agree to assume those debts in the purchase agreement. I believe the seller can then theoretically go bankrupt to avoid repaying its debts.