chap. 13

Question 1

non-competition/non-solicitation clause

Answer 1

a clause in the purchase agreement to restrict the seller form competing with the business for a reasonable amount of time within a reasonable geographical location. these clauses may also be found in employment contracts which restrict an employee from using trade secrets, confidential information and trade connection.

Question 2

Share/stock purchase

Answer 2

agreement the purchaser assumes all assets and liabilities of the business(better for seller )

Question 3

asset purchase

Answer 3

whereas under an asset purchase agreement , the buyer can pick and choose the asset he/she wants to purchase and assume the liabilities of those assets only(better for buyer)

Question 4

property

Answer 4

real property- land, fixture

personal property - chattels财产 and intangibles

Question 5

must a trademark商标 be registered to stop someone else from using it?

Answer 5

under common law, it is a tort to use a name that is confusingly similar to another. this is called passing off(仿冒).

Question 6

what is the right to land lien(扣押权) so valuable?

Answer 6

its easier to seek lien remedies than civil court remedies.

Question 7

intangible 无形的东西

Answer 7

neither real property not chattel. such things as shares debts instruments, goodwill in a business, trademark ownership, rights to insurance proceeds, rights under a contract.

Question 8

5 tiers of the corporate structure

Answer 8

Shareholders股东- owners of the company, liability is limited to the amount invested
board of directors 0elected by the shareholders to direct broad policies of the company
Statutory officers - president, secretary, and treasurer会计; appointed by the board to run the day to day operation of the company
employees
creditors

Question 9

3 ways to finance a new or existing business

Answer 9

1. equity/stock financing, selling shares of company to existing and or new investor
   debt financing, borrowing money from banks and other financial institutions
   sale of asset

Question 10

floating charge

Answer 10

a chattel mortgage on inventory is a situation which the creditor can swoop down and immobilize the inventory still in stock upon default.

Question 11

what can happen if you default on your mortgage

Answer 11

foreclosure
power of sale
taking possession of the property 
action on the covenant
seizure and sale of the property at auction

Question 12

amortization 分期偿还

Answer 12

period is the time required to pay off the principal completely at a set interest rate

Question 13

a term of a mortgage

Answer 13

the period in which lenders will guarantee a fixed interest rate

Question 14

factoring

Answer 14

selling A/R at a discount

Question 15

what does it mean to “perfect” a lien?

Answer 15

once a lien is registered, a claim must be issued within 90 days of substantial completion of the work.