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1. In the case of a deal structured as an asset purchase, what is the general rule regarding successor liability? 2. What happens to Targets

1. In the case of a deal structured as an asset purchase, what is the general rule regarding successor liability?

2. What happens to Targets obligations under a lease if Bidder acquires Target by : -direct merger -reverse triangle merger -sale of assets -stock purchase

3. What is a non-assignment clause?

4. Where the acquisition is structured as a sale of assets, will the transaction trigger the non-assignment clause? Explain.

5. What about direct mergers and forward triangular mergers? Will these types of mergers constitute a transfer of lease obligations such that it triggers the non-assignment clause in the lease agreement? Explain.

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