LBS: All of our payments were liquidated. There was originally $1 million in an escrow account, but Hashfast claimed they needed that money to complete our order, and the funds were released from escrow. Hashfast has received all of the payments we cite directly and in cash, nothing remained in escrow
If every payment was liquidated, why is your claim listed as unliquidated in the schedules?
LBS: I think we are using the term liquidated in different contexts with accordingly different meanings. Since you original question referred to escrow, I assumed that was the context/meaning you were using. 100% of the funds we cite were paid in liquid cash and fully released from escrow, and Hashfast took possession of that money. If this is not your question, could you specifically identify the usage/citation you are referring to? We see a great deal of documents each day, and guessing or looking through them all would be impractical. Once you give us the citation, we will reply with an answer.
LBS: So, short answer what guarantees you that we will build the boards is our own enlightened self-interest; building the boards is the only way we get paid back, and not building them means we have just given away $7.3 million ($2 million in cash, $5.3 million in waived claims) and get nothing in exchange.
Maybe you think your claim to be worthless already and 2M is peanuts in respect to the value of having your engenieers studying the IP and using it for whatever purpose. So I'm sorry, but that explanation is inconcludent.
LBS: Four points here: 1) Our claims are valid. This point was vindicated in the arbitration hearing for the injunction/TRO (which we won). 2) As already mentioned their IP is not especially valuable, and other than in Simons imagination we cannot find anyone who has concrete reason to think otherwise. 3) As already mentioned the ownership of the IP is under dispute (the developer, claims he was never paid), and if we just wanted our engineers to study it, we could get that for a lot less than $2 million (the developer is already shopping the IP around). 4) Finally, and this should be conclusive, the Note/IOU is backed by all of the assets of the company, including any IP which we might develop from or after looking at Hashfasts IP, so if we did as you suggest we would still get nothing.
LBS: This is already the case. Specifically we are forming a new company in which this venture will occur (sometimes called NewCo in the 363 sale terms), and Liquidbits cannot take any profits or dividends from this company until after the note/IOU and the stock/equity given to the creditors has been totally paid off.
You get to fund the llc only after having received the chips, with whatever amount you want. You should move the money first and move ahead with the judge after. I also need be sure that our interests will be covered. You will have the control of the administration of the company, so our interests must be protected. I dont know how, I dont know from what. I just dont like the idea of gifting a company the chips in exchange for a promise of doing something while not having any kind of control on the delivery of the promise at all.
LBS: Actually the funding will likely occur prior to us taking physical delivery of the chips. Specifically, some still need to be cut from wafers into chips, and the $2 million will need to be paid instantly on closing (whereas the chips will need to ship after being processed). The precise timing and other fine details are generally addressed within the final contracts which are agreed before the sale closes.
Given how much we are paying for these chips, we dont believe it is fair to characterize them as a gift. Beyond that point, however, you have a number of meaningful and robust protections, including anti-dilution, non-consensual changes to economic terms, rights to inspect the companys records and books, the right to periodic financial reports, the fiduciary obligations of directors to minority equity holders (which are established by law), and a Note/IOU which specifies payment dates and payment rates which is backed by EVERYTHING the company owns, literally all of the assets.
LBS: this is why we are hosting the interactive phone session tomorrow, so that we can explain the terms document more clearly to people.
As you can see, forums are working great as well.
We are happy to reply in the forums as well, but some things will be better and more quickly handled in an interactive environment.
[/quote]