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Question: Purchase of Assets. In January 1999, General Star Indemnity Co. agreed to insure Indianapolis Racing League (IRL) racecars against damage during on-track accidents. In connection with the insurance, General Star deposited $400,000 with G Force LLC (GFCO), a Colorado firm, to enable it to buy and provide, without delay, parts for damaged cars. GFCO agreed to return any unspent funds. Near the end of the season, Elan Motorsports Technologies (EMT) acquired GFCO. In 2000, EMT incorporated G Force LLC in Georgia (GFGA), and GFCO ceased to exist. GFGA renewed the arrangement with General Star and engaged in the same operations as GFCO, but EMT employees conducted GFGA's business at EMT's offices. In 2002, EMT assumed ownership of GFGA's assets and continued the business. EMT also assumed GFGA's liabilities, except for the obligation to return General Star's unspent funds. General Star filed a suit in a Georgia state court against EMT, 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? Explain. [General Star Indemnity Co. v. Elan Motorsports Technologies, Inc., 356 F.Supp.2d 1333 (N.D.Ga. 2004)]

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