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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...

We may have some questions about whether this is exempt under c-8 or not. JS is discussing this with DOJ. Have exempted this under c-8 for this transaction only.// Per RS who indicated that JS ok'd...

Industrial land such as an income producing warehouse will not be exempt even ifit is being sold to a developer of realty. The raw land is exempt and could bedeleted from the overall transaction to...

801.14 - The assets must be aggregated with v/s of Sub. Z. Note: If asset purchase occurs first, do not aggregate. See example 801.14 and 801.13(b). Even if aggregated, value is less than $15 MM. (See...

Called on 3/31 to confirm that the letter reflects the advice provided. In an early conversation I explained that 802.63 was applicable even though A did not regularly lend money since the loan was...

2/21/92 - Advised (redacted) that the PMN Office was the view that the consideration paid for the six parcels of undeveloped land, i.e., $9.4 MM, could be excluded from the acquisition price under 801...

2/21/92 Advised (redacted) that the PMN office was of the view that the $1MM paid for non-producing properties could, under § 801.15, be excluded from the acquisition price since, in our view, such...

I concur. PS. Called 2-7-92

2/5/92 - talked to (redacted). As to conclusion 2, pg 3., advised that, although underwriters are exempt under 802.60, if they are part of the formation of N, their contributions should be included in...

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The value of a contract transferred to another person where the contracted for product acquisition is exempt under 7A(c)(1) would be what is paid for the contract above and beyond any reimbursement of...

None. But see related letter 9202005.

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