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for $30,000, and the cancellation of their note payable to the
York State Bank for approximately $97,000.” The letter of intent
further stated, among other things:
This is a temporary agreement made subject to further
details but with the understanding that Dick Robson has
the option to buy the corporation back from the bank at
any time for the amount the bank has paid for it plus
earnings of 1% per month for the time they have had
their money invested in the corporation.
In connection with the acquisition, York wrote a letter
dated August 31, 1992, to the State of Nebraska Department of
Banking and Finance (bank regulators) seeking their approval for
York’s purchase of Mid-Nebraska’s business. In that letter, York
represented that “the Bank will acquire the business and certain
fixed assets from the present corporation for an amount not to
exceed one and one-half times the gross annual commissions.” The
bank regulators expressed approval for the transaction in a
letter to York dated September 3, 1992, in which they cautioned
York that it could not purchase the stock of Mid-Nebraska.
On September 8, 1992, Sack, on behalf of York, and
petitioner, on behalf of Mid-Nebraska, executed an agreement
regarding the “Acquisition of Mid-Nebraska Insuror’s fixed assets
and good will” (acquisition agreement). The acquisition
agreement states, among other things:
York State Bank and Trust Company will pay the seller
an amount equal to the total of the following, not to
exceed $167,000:
Bank overdraft on closing day;
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