## Q40 key (Dry-Cleaner Parcel)

1. The asset label helps, and no ownership continuity exists, but same name, 85 percent workforce, management, business, parcel, and seller dissolution create material de facto-merger or continuation risk. Retaining adequate seller assets helps but does not eliminate it. Missed: general successor exposure is treated as impossible.
2. Brindle becomes directly exposed as current owner regardless of assumption language. Contract allocation does not bind the regulator. Missed: environmental liability is mistaken for a negotiable definition only.
3. Available Phase II testing is part of all appropriate inquiry after the recognized conditions. Closing without it risks the innocent-purchaser defense and lender approval. Missed: a twelve-day schedule destroys a statutory defense.
4. Expected direct remediation cost is 0.65 x $800,000 + 0.35 x $3,200,000 = $1,640,000. Missed: escrow begins from the wrong expected loss.
5. Rule 7 escrow is $1,640,000 x 1.20 + $150,000 = $2,118,000. Missed: the $500,000 proposal leaves more than $1.6 million of the prescribed protection unfunded.
6. The final-judgment draw condition is unacceptable because cleanup costs arise before judgment. Require direct draw for approved investigation, agency, and remediation costs, long survival, replenishment, cooperation, access, and credit support. Missed: an indemnity exists on paper while Brindle funds the cleanup.
7. Reduce general successor risk by limiting name and management continuity, preserving a funded seller, documenting fair consideration, and avoiding liability-evasion structure. None removes owner liability. Missed: restructuring is oversold as environmental immunity.
8. Spend $48,000 and condition closing on Phase II results, lender acceptance, and a revised price or escrow. If forced to close before final results, require at least the $2.118 million escrow and robust rights, but the defensible recommendation is delay or condition the closing for nine days. Missed: the acquisition closes before the single fact most likely to change price and liability is known.