answer selection also attached

Successor Liability General Indemnity, Inc., agreed to insure Portland Racing League race cars for damage incurred during on-track accidents. General Indemnity deposited $400,000 with Parts Co., a Colorado firm that manufactured auto parts, so that it could buy parts for damaged cars without delay. Parts agreed to return any unspent deposit at the end of the season. Near the end of the season, the owners of Parts decided to retire and sold its assets to Etude Motorsports, Inc, a Georgia corporation, Etude expressly assumed Parts' liabilities, but expressly stated in the contract that it did not assume any obligation to return unspent deposits of Parts' clients. General Indemnity filed a suit in a Georgia state court against Etude, seeking to recover its deposit. What is the rule concerning the liability of a corporation that buys the assets of another? Are there exceptions? Which principles apply in this case? 1. This case is based on Select | between Etude and Parts 2. Select acquired the assets of Select 3. Generally, a corporation that purchases the select corporation of a second corporation Select assume the debts and liabilities of the second 4. There are four exceptions where the purchasing corporation assumes both the assets and the liabilities of the other company. The first is when the purchasing corporation Select gassume the seller's liabilities 5. The second exception is when the transaction is a Select merger or consolidation 5. The second exception is when the transaction is a Select merger or consolidation 6. The third exception is when the purchaser Select the seller's business and retains the same employees. 7. The final exception is when the sale is entered into Select to escape liability 8. The contract between Etude and Parts specifically Select liability for returning deposits. 9. The agreement between Parts and Etude most likely Select a de facto merger or consolidation 10. Etude Select continue the business with the same shareholders, directors, and officers. 11. It Select that Etude bought the assets for any fraudulent purpose. 12. It Select that an exception to assumption of liability exists. 13. In this circumstance, General Indemnity, Inc., will have to recover its deposit from Select answer selection: 1: an asset purchase, a merger, or a consolidation 2: Parts or Etude... parts or Etude 3: assets, stock, or control... does or does not 4: agrees to or refuses to 5: contractual, de facto, continuing, or fraudulent 6: contracts, de facto, continues, or defrauds 7: contractually, de facto, continually, or fraudulently 8: excluded or included 9: is or is not 10: did or did not 11: appears or does not appear 12: appears or does not appear 13: Etude, Parts, or the former owner of Parts