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(B) Certain assumptions of liability, etc.--
(i) In general.--In the case of an
acquisition described in section 351, subsection
(a) shall not apply to any liability--
(I) assumed by the acquiring
corporation, or
(II) to which the stock is subject,
if such liability was incurred by the transferor
to acquire the stock. For purposes of the
preceding sentence, the term “stock” means stock
referred to in paragraph (1)(B) or (2)(A) of
subsection (a).
(ii) Extension of obligations, etc.--For
purposes of clause (i), an extension, renewal, or
refinancing of a liability which meets the
requirements of clause (i) shall be treated as
meeting such requirements.
(iii) Clause (i) does not apply to stock
acquired from related person except where complete
termination.--Clause (i) shall apply only to stock
acquired by the transferor from a person--
(I) none of whose stock is attributable
to the transferor under section 318(a) (other
than paragraph (4) thereof), or
(II) who satisfies rules similar to the
rules of section 302(c)(2) with respect to
both the acquiring and the issuing
corporations (determined as if such person
were a distributee of each such corporation).
* * *
This exception can be restated in terms of four general
requirements: (1) The acquiring corporation must have obtained
the transferred stock in a section 351 transaction; (2) the
acquiring corporation must have assumed a liability or taken the
transferred stock subject to a liability; (3) the transferor
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