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1. In a purchase of stock,

a.The total consideration received by the target's shareholders is automatically taxable.b.The bidder assumes only those liabilities that are expressly stipulated in the purchase-and-sale agreement.c.The target's tax attributes may or may not transfer to the bidder, depending on how much of the target's shares the bidder purchases.d.The total consideration received by the target's shareholders is automatically non-taxable, that is, tax-deferred.e.The bidder cannot pay target shareholders using its own stock.