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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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