- 5 -
Larry Becker (Becker), division counsel and secretary of
DeVilbiss at the time that the Lemelson lawsuit was filed, also
reviewed the Lemelson lawsuit. Although Becker believed that the
Lemelson lawsuit was not worth anything, he and his staff
determined that the range of exposure would be between $25,000
and $500,000.
Prior to 1990, Eagle Industries, Inc. (Eagle), a company
unrelated to petitioner, purchased DeVilbiss from Champion and
subsequently incorporated DeVilbiss under the laws of the State
of Delaware as a wholly owned subsidiary of Eagle. In 1990,
petitioner entered into a purchase agreement to acquire certain
assets relating to the industrial and commercial business
operations of DeVilbiss. Petitioner agreed to pay $126.5 million
for the assets and an additional $12.5 million for a covenant not
to compete. The purchase agreement specified that, at closing,
the buyer assumed certain liabilities of the seller and, in part,
states:
At the Closing, Buyer shall assume:
(a) the Liabilities associated with the Companies
whose Stock is being purchased hereunder;
(b) the Liabilities to the extent of the amounts
actually reserved for or that are specifically noted on
the February 2, 1990 Balance Sheet and the supporting
documentation thereto * * *
(c) those Liabilities to the extent specifically
provided for in this Agreement or to the extent
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Next
Last modified: May 25, 2011