Medieval Attractions N.V - Page 107

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          of the words “Medieval Times” and the Rocaberti shield.  The                
          California marks were successfully registered in California in              
          May and October 1987.  The Florida marks were successfully                  
          registered in March 1987.  The applications for California and              
          Florida named Manver as the applicant.                                      
               LL applied to register the marks with the U.S. Patent and              
          Trademark Office in September 1987.  The marks were successfully            
          registered in November and December 1988.  The applications named           
          Manver as the applicant.  In January 1989, Onate sent a letter to           
          Sans stating that the new registered marks should be included on            
          all documents printed in the future.  In February 1989, Sans                
          informed Bellows about the requirement to include the registered            
          marks on all future printing.                                               
          II.  Section 351 Transfers                                                  
               As part of the plan to restructure the Medieval Times                  
          companies, C&L prepared a valuation of the tangible and                     
          intangible assets of Medieval Times.  As of January 31, 1987, C&L           
          concluded that the fair market value of MANV’s assets was                   
          $6,174,800 and the value of MTNV’s assets was $4,358,380.  The              
          amount of fair market value attributed to goodwill was $5,582,577           
          for MANV and $3,670,936 for MTNV.  The valuation reports stated:            
               Goodwill is defined as that favorable disposition which                
               customers entertain toward a particular enterprise                     
               which may induce them to continue giving their                         
               patronage to it.  The existence of goodwill of an                      
               enterprise is evidenced by earnings in excess of those                 
               normally encountered in that company’s particular                      
               industry.                                                              




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