Richard L. and Kelly D. Robson - Page 17




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          of Nebraska statutorily dissolved Mid-Nebraska.  Respondent,                
          however, contends that York acquired only Mid-Nebraska’s                    
          marketable assets, i.e., its customer list and accounts                     
          receivable, and that those assets did not include the accounts.             
          According to respondent, the only Mid-Nebraska receivables York             
          acquired consisted of money owed to Mid-Nebraska for insurance              
          premiums.                                                                   
               Petitioners rely on the statement in the letter of intent              
          that Mid-Nebraska “proposes to sell their corporation, including            
          all assets, to York” as proof that York acquired the loans to               
          shareholder accounts reflected on Mid-Nebraska’s books when it              
          took over Mid-Nebraska’s business.  That document, however,                 
          specifically stated that its terms were temporary and subject to            
          further detail.  Therefore, we do not find it conclusive proof              
          that York intended to acquire, or actually acquired, the loans to           
          shareholder accounts when it acquired Mid-Nebraska’s business.              
               Petitioners also rely on the acquisition agreement as proof            
          that York acquired the loans to shareholder accounts.  We find              
          that document ambiguous, however.  The acquisition agreement                
          stated that York was acquiring “Mid-Nebraska Insuror’s fixed                
          assets and good will.”  We are aware that the agreement stated              
          further that the purchase price of the acquisition would be an              
          amount not exceeding $167,000 calculated on the total of                    
          specified items of which “Accounts Receivable” is included.  The            






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