Legal Question in Business Law in Texas

Trade Name and Intellectual Property Rights to an Inc. without share holder cert

I am purchasing ''X'' Inc.'s assets and liabilities.

Seller does not wish to hand over share holders certificates of ''X'' Inc. The reason is that he says he is currently in litigation with another company under ''X'' Inc.

However in the contract under the document ''Promissory Note and Security Agreement'' is attached ''Exhibit A'' which states the following sentence...

''Trade Name and intellectual property rights to business name ''X'', Inc.''

How is it possible that I own all the rights to the name but he keeps the actual Inc./shareholders certificates and what does this sentence then mean?

Can he be asked to relinqhuish the company, notify those he is litigation with and Myself be able to freshly Inc. the same name?


Asked on 6/02/05, 3:51 pm

2 Answers from Attorneys

Re: Trade Name and Intellectual Property Rights to an Inc. without share holder

You purchased the liabilities and you didn't know the inc was in a lawsuit?! The trade name is not the biggest of your worries.

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Answered on 6/02/05, 4:04 pm
Peter Bradie Bradie, Bradie & Bradie

Re: Trade Name and Intellectual Property Rights to an Inc. without share holder

If you are buying a corporation with all assets and liabilities, you get the shares! But if the supposed lawsuit hasn't been disclosed before, you may be buying far more grief and cost than you bargained for.

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Answered on 6/02/05, 6:39 pm


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