Nebraska Revised Statute 25-21,287

Chapter 25 Section 21,287


Successor corporation; limitations; fair market value of total gross assets.

(1) A successor corporation may establish the fair market value of total gross assets for the purpose of the limitations under section 25-21,286 through any method reasonable under the circumstances, including:

(a) By reference to the going concern value of the assets or to the purchase price attributable to or paid for the assets in an arms-length transaction; or

(b) In the absence of other readily available information from which the fair market value can be determined, by reference to the value of the assets recorded on a balance sheet.

(2) Total gross assets include intangible assets.

(3) To the extent total gross assets include any liability insurance that was issued to the transferor whose assets are being valued for purposes of this section, the applicability, terms, conditions, and limits of such insurance shall not be affected by this section, nor shall this section otherwise affect the rights and obligations of an insurer, transferor, or successor corporation under any insurance contract or any related agreements, including, without limitation, preenactment settlements resolving coverage-related disputes and the rights of an insurer to seek payment for applicable deductibles, retrospective premiums, or self-insured retentions or to seek contribution from a successor corporation for uninsured or self-insured periods or periods when insurance is uncollectible or otherwise unavailable. Without limiting the foregoing, to the extent total gross assets include such liability insurance, a settlement of a dispute concerning any such liability insurance coverage entered into by a transferor or successor corporation with the insurers of the transferor before July 15, 2010, shall be determinative of the total coverage of such liability insurance to be included in the calculation of the transferor's total gross assets.