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It's unXis, back again, SCO hopes
Monday, January 24 2011 @ 08:18 PM EST

I wonder how many times we have to ring around this rosie:

01/24/2011 - 1216 - Notice of Service // Notice of Filing of (I) Executed Asset Purchase Agreement and (II) Proposed Sale Order in Connection Therewith (related document(s) 1141 ) Filed by Edward N. Cahn, Chapter 11 Trustee for The SCO Group, Inc., et al.. (Attachments: # 1 Exhibit 1) (Tarr, Stanley) (Entered: 01/24/2011)

Yes, same old, same old. SCO proposes to sell to the winning bidder, surprise! unXis again. This time the purchase price is $600,000. A little water under that bridge. The last time unXis tried to buy SCO assets, even the bankruptcy judge wouldn't let it happen, deciding to appoint a Chapter 11 trustee instead. And you know how well that worked out.

Here's what the judge wrote in his order denying the last unXis sale plan:
Here, the Debtors offered no evidence of the fairness of the price and, indeed, the price is highly suspect as the sale was clearly a rushed, last ditch effort to avoid the Conversion Motions. There is no evidence that the sale price is fair because it is just enough for Debtors to dismiss their cases.

The terms are equally, if not more, troublesome. Debtors are retaining the Mobility business that is virtually worthless, the letter of credit to pay a Novell judgment terminates on December 31, 2009, with no guarantee that the Novell Litigation will be concluded. Further, the Court is unable to find based on this record, the Debtors' history of unsuccessful sale efforts and this sale's peculiar and questionable timing that Unixis has acted in good faith.

The Court is also very disturbed that the Sale Agreement contains a provision (which Movants refer to as a "poison pill") requiring the transfer of assets to Unixis upon conversion or appointment of a trustee. Here, again, the Sale Motion calls into question whether the sale has a sound business purpose and raises doubts of the parties' good faith. There is simply no record upon which the Court can find that the Sale is in the best interests of the creditors and the estate. The Sale Motion is denied as falling short of the required standards.

And here they are, back again. What a determined bunch. Insulted by a bankruptcy judge who has shown a very flexible set of standards himself, calling them out for questionable "good faith", and here they are again. Like cockroaches.

Will this plan be approved? Is it even real this time? We'll see. Stay tuned for any objections. They have to be filed by February 7. This is not yet a done deal. There will be a hearing on February 16 at 4 PM in Delaware bankruptcy court to decide whether this will actually happen this time.

Bonnie Fatell didn't sign this Notice. Instead Stanley B. Tarr did. Hmm. Here's the purchase info:

(v) All assignable and transferable Permits possessed by Seller necessary for the lawful ownership and operation of the Acquired Assets; (vi) All rights and claims of Seller against any third parties, directly arising from or directly related to the Acquired Assets (which, for the avoidance of doubt, shall not include any rights and claims of Seller against any third parties, directly arising from or directly related to the Excluded Assets, any rights and claims by Seller against Buyer relating to this Agreement or any agreement entered into pursuant hereto, or any rights, claims or causes of action related to Novell, Inc., International Business Machines Corporation, Red Hat, Inc. and SUSE Linux GmbH or other similar claims); and (vii) Subject to Section 6.4, all rights and interests of Seller in each of the Purchased Subsidiaries, provided that any intercompany receivables due from Seller to the Purchased Subsidiaries listed on Schedule 2.1(a)(vii) shall be waived at Closing.
Wait. A little more:
6.4 Further Agreement. Except as provided herein, the parties agree that Seller shall be entitled to receive from Buyer an amount equal to the cash balances, net of uncleared disbursements, as adjusted into U.S. dollars, held by the Purchased Subsidiaries as of the Closing Date. The amount of such cash balances shall be determined based on the closing balance sheet of each Purchased Subsidiary prepared by Seller, which closing balance sheets shall be provided to Buyer not later than ten (10) business days following the Closing Date. Within fifteen (15) business days following the receipt of such closing balance sheet, Buyer shall remit to Seller the aggregate amount of cash held by all of the Purchased Subsidiaries as of the Closing Date converted into U.S. dollars.
Here are the subsidiaries they will get:
Purchased Subsidiaries:

SCO Global, Inc.
SCO Software (UK) Ltd.
SCO Group France SARL
The SCO Group (Deutschland) GmbH
SCO Japan, Ltd.
SCO Software (India) Private Ltd.

So ... what do they propose to sell to unXis for this? I see that they will get all post-1995 copyrights. Also contract rights:
(a) Pursuant to the Sale Order, and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, free and clear of any and all Encumbrances and Retained Obligations, and Buyer shall, as of the Closing Date, acquire and purchase, free and clear of any and all Encumbrances and Retained Obligations, all of Seller’s right, title and interest in and to all of the assets of the Business, except for the Excluded Assets set forth in Schedule 2.1(c) hereof (the “Acquired Assets”), including but not limited to, the following:
(i) All of Seller’s assets (tangible or intangible), including those assets set forth on Schedule 2.1(a), all Intellectual Property, including all copyrights developed after 1995, customer lists, purchase orders, customer reference manuals, databases and goodwill related thereto;

(ii) The Assumed Contracts, whether or not listed on Schedule 2.1(a);

(iii) Seller’s Contract Rights under the Assumed Contracts and all end user license agreements and maintenance contracts between Seller and customers relating to the Acquired Assets, excluding Contract Rights under (A) this Agreement and any other Contracts entered into by Seller with Buyer in connection with the transactions contemplated by this Agreement; (B) any Assumed Contracts requiring a Consent that is not obtained on or before the Closing Date or is not otherwise assigned to Buyer pursuant to the Sale Order (“Non-Assignable Contract(s)”) and (C) any and all employment agreements, labor contracts, stock option plans, retirement plans, Seller’s 401(k) plan, pension plans, agreements relating to the voting of shares in the company, agreements with employees, officers and/or shareholders and any and all other agreements relating to or otherwise concerning the foregoing.

(iv) Seller’s computer media, sales, advertising and marketing materials, catalogues and manuals, billing records, correspondence, data (only to the extent that such data that contains personally identifiable information that may be lawfully transferred), test software, software tools, product documentation, internal documentation, work in progress relating to the software products listed on Schedule 2.1(a), and files relating to the Acquired Assets (only to the extent that any such materials or files exist), excluding (A) Seller’s minute books, membership interest books and related organizational documents and (B) Seller’s files, books and records relating to the Excluded Assets or to Seller’s Obligations not included in the Assumed Obligations;

(v) All assignable and transferable Permits possessed by Seller necessary for the lawful ownership and operation of the Acquired Assets;

(vi) All rights and claims of Seller against any third parties, directly arising from or directly related to the Acquired Assets (which, for the avoidance of doubt, shall not include any rights and claims of Seller against any third parties, directly arising from or directly related to the Excluded Assets, any rights and claims by Seller against Buyer relating to this Agreement or any agreement entered into pursuant hereto, or any rights, claims or causes of action related to Novell, Inc., International Business Machines Corporation, Red Hat, Inc. and SUSE Linux GmbH or other similar claims); and

(vii) Subject to Section 6.4, all rights and interests of Seller in each of the Purchased Subsidiaries, provided that any intercompany receivables due from Seller to the Purchased Subsidiaries listed on Schedule 2.1(a)(vii) shall be waived at Closing.

But they don't get this:
(vi) All rights and claims of Seller against any third parties, directly arising from or directly related to the Acquired Assets (which, for the avoidance of doubt, shall not include any rights and claims of Seller against any third parties, directly arising from or directly related to the Excluded Assets, any rights and claims by Seller against Buyer relating to this Agreement or any agreement entered into pursuant hereto, or any rights, claims or causes of action related to Novell, Inc., International Business Machines Corporation, Red Hat, Inc. and SUSE Linux GmbH or other similar claims); and ...

(c) Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1(a) or elsewhere in this Agreement, the assets of Seller set forth in Schedule 2.1(c) (collectively, the “Excluded Assets”) are not part of the transactions contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing.

So they can't interfere in any of the extant litigation. But they can sue the rest of SCO's old customers, I would think, if they can find some post-1995 copyright they can pretend someone somewhere stored on some old server in a closet no one has used for so long there are cobwebs hanging on the door knob.

Here are the "Acquired Assets" as per Schedule 2.1(c):

ACQUIRED ASSETS

(a) UnixWare Operating System Products

• SCO UnixWare 7 Release 7.1.4
• SCO UnixWare 7 Release 7.1.3
• SCO UnixWare 7 Release 7.1.2
• SCO UnixWare 7 LKP
(b) OpenServer Operating System Products
• SCO OpenServer Release 6.0
• SCO OpenServer Release 5.x (including all prior versions and releases)
(c) Layered Operating System Products
• SCO UnixWare and OpenServer Development Kits (all version)
• SCO Office
• SCO Open UNIX Development Kit
• SCO UnixWare 7 Online Data Manager
• SCO UnixWare 7 Disk Mirroring
• SCO UnixWare “OS Compatible” Requirements
• SCO UnixWare OpenServer Kernel Personality (OKP)
Trademarks ...

U. S. Copyright Registrations:

The following copyright registrations, except to the extent incorporating any Excluded Assets:

Title Owner - Reg. No.- Reg. Date - Status
SCO OpenServer : release 5.0.5 - SCO Group, Inc. - TX 6-008-305 - 8/31/2004 - Registered

UNIX system V : release 3.0 - The SCO Group, Inc. - TX 5-750-270 - 7/7/2003 - Registered
UNIX system V : release 3.1 - The SCO Group, Inc. - TX 5-750-269 - 7/7/2003 - Registered
UNIX system V : release 3.2 - The SCO Group, Inc.- TX 5-750-271 - 7/7/2003 - Registered
UNIX system V : release 3.2/386 - The SCO Group, Inc. - TX 5-750-268 - 7/7/2003 - Registered
UNIX system V : release 4.0 - The SCO Group, Inc. - TX 5-776-217 - 7/16/2003 - Registered
UNIX system V : release 4.1 - The SCO Group, Inc. - TX 5-762-234 - 7/3/2003 - Registered
UNIX system V, release 4.1ES - The SCO Group, Inc. - TX 5-705-356 - 6/30/2003 - Registered
UNIX system V : release 4.2 - The SCO Group, Inc. - TX 5-762-235 - 7/3/2003 - Registered
UNIX System V release 4.2MP - The SCO Group, Inc. - TX 5-972-097 - 6/29/2004 - Registered
UnixWare 7.1.3 - SCO Group, Inc. - TX 5-787-679 - 6/11/2003- Registered

Woah. These are not post-1995 copyrights, except for the Unixware one. This is the list of copyrights that SCO tried to register in 2003, but which Novell owns, as per the jury trial decision. Wow. For example, here's the first one [PDF] on the list. Notice that the work was completed in 1986. They do say that some on the list might be excluded assets, but if SCO were to win on appeal, and get these copyrights, unXis would have them?

Here are the excluded assets:

EXCLUDED ASSETS

i. all rights of Seller under this Agreement and all agreements contemplated hereby;

ii. all of Seller’s rights and obligations with respect to the SVRX Licenses (as defined in the Santa Cruz-Novell APA);

iii. the SCO Group 401(k) plan;

iv. all of Seller’s stock-based benefit plans, including stock option plans and the stock purchase plan;

v. the Seller’s directors and officers liability insurance policy;

vi. (a) cash and cash equivalents and marketable securities (including cash in transit and cash and marketable securities in lock boxes or on deposit with or otherwise held by any financial institution); (b) accounts receivable (including accounts receivable for services rendered through the Closing Date with respect to which invoices are mailed after the Closing Date) and other trade receivables; (c) all prepaid premiums and other prepayments and deposits with respect to Seller’s Employee Benefit Plans (if any), the Seller’s insurance policies, and any other Contracts not purchased by the Buyer; and (d) all cash held by the Purchased Subsidiaries on the Closing Date;

vii. All Receivables related to the Business and the Acquired Assets as of the Closing Date, the proceeds thereof and any security therefor;

viii. all rights of Seller in the Licensed Properties;

ix. all of Seller’s claims, causes of action and other legal or equitable rights and remedies
(A) against Buy
(B) relating to all rights and interests in all litigation claims pending or that may be asserted in the future, against International Business Machines Corporation, Novell, Inc., SUSE Linux GmbH or others, and
(C) relating to every claim of any nature whatsoever, known or unknown that has been or may be asserted against RedHat, Inc. or others relating to or arising from all licensing, covenant not to sue rights, releases or other claims relating to any allegations that Linux violates SCO’s Unix or UnixWare intellectual property, contract or other rights;

x. Seller’s historical financial and accounting records, and the accounting systems of Seller; and

xi. all documents or other data related to the litigation matters listed in Schedule 4.5 or referenced in Section 2.1(a)(vi) of the Agreement, including all litigation files, pleadings, motion practice, discovery, depositions, expert and other reports, and exhibits, backup material and the computer equipment, hard drives and databases utilized by Seller’s officers, and other materials related to or utilized in connection with such litigation matters.

Hahaha. SCO retains "Seller’s historical financial and accounting records, and the accounting systems of Seller". Just for safe keeping, I assume.

Here's the info about the subs:

INTERCOMPANY RECEIVABLES

Intercompany activities between SCO Operations, Inc. and its affiliates arise under the agency agreements with the affiliates which call for a commission to be paid by SCO Operations Inc. to the affiliates based on a percentage of direct operating expenses incurred by the affiliates in the sales and marketing of the UNIX software products and services. This results in an intercompany payable on SCO Operation’s general ledger and an intercompany receivable from SCO Operations on the affiliates’ ledger.

This intercompany payable by SCO Operations and corresponding receivable from SCO Operations is reduced to the extent that funds are remitted by SCO Operations Inc. to its affiliates to fund the necessary trade obligations of the affiliates. Intercompany payable due from SCO Operations, Inc. to its affiliates as of October 31, 2010 are as follows.

SCO Software (UK) Ltd. - $431,418
The SCO Group (Deutschland) Gmbh - $618,943
SCO Software (India) Private Ltd. - $455,407
Intercompany receivables due from the affiliates as of October 31, 2010 are as follows:
The SCO Group (France) Sarl - $ 33,119
SCO Japan Ltd - $ 14,596
For purposes of the waiver by the Purchased Subsidiaries of intercompany receivables due from Seller, the amount waived shall be deemed to be the intercompany receivables in effect on the Closing Date.

  


It's unXis, back again, SCO hopes | 294 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
Corrections here
Authored by: entre on Monday, January 24 2011 @ 08:22 PM EST
If Needed.

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: charlie Turner on Monday, January 24 2011 @ 08:22 PM EST
The well oiled train wreck continues.

[ Reply to This | # ]

OT Matters Here
Authored by: dmarker on Monday, January 24 2011 @ 08:27 PM EST
...

[ Reply to This | # ]

n/t posts go here.
Authored by: charlie Turner on Monday, January 24 2011 @ 08:32 PM EST
n/t

[ Reply to This | # ]

News Pick commentaries anyone?
Authored by: perpetualLurker on Monday, January 24 2011 @ 08:33 PM EST
Please include a LINK since the News Picks stroll off the
page quickly sometimes...

Thank you! ...pL....


---
"Love is a snowmobile racing across the tundra and then suddenly it flips over,
pinning you underneath. At night, the ice weasels come." -- Matt Groening

[ Reply to This | # ]

All things Comes-related go here, please!
Authored by: perpetualLurker on Monday, January 24 2011 @ 08:35 PM EST
Anyone working on transcribing the Comes documents please
provide your updates here...

Thank you! ....pL.....

---
"Love is a snowmobile racing across the tundra and then suddenly it flips over,
pinning you underneath. At night, the ice weasels come." -- Matt Groening

[ Reply to This | # ]

Merchant Bridge & Eric Le Blan
Authored by: Anonymous on Monday, January 24 2011 @ 08:55 PM EST
more about eric le blan here (see about us->executive team)

http://www.mbih.com/

[ Reply to This | # ]

Excluded assets? No such thing as far as SCO's concerned!
Authored by: benw on Monday, January 24 2011 @ 08:56 PM EST
Listing "excluded assets" doesn't mean they're excluded, oh no. It's
just the
beginning!

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: SPQR on Monday, January 24 2011 @ 09:43 PM EST
All of this messing around, and the best they can do is a $600K purchase
agreement?

Of course, the "excluded assets" will be worth exactly zero when the
Tenth Circuit issues the opinion I'm expecting.

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: Anonymous on Monday, January 24 2011 @ 10:29 PM EST
You would think they'd come up with a new name and at least pretend it's a new buyer.

[ Reply to This | # ]

Retained Obligations
Authored by: Anonymous on Monday, January 24 2011 @ 10:34 PM EST
How on earth is this APA going to fly? Minus the fact that SCOG is still trying
to sell Novell copyrights, depending on exactly what "Retained
Obligations" is, there are serious problems with exactly what rights are
passing.

If SCOG is retaining sub-licensing rights and the obligation to collect and pass
on royalties to Novell, what right does unXis have to sell or sub-license their
product? And if unXis is getting sub-licensing rights, what right does SCOG
have to those "Retained Obligations."

It seems like SCOG is trying to carve up something that can't be carved up
without Novell's approval; but, of course, I could be wrong.

[ Reply to This | # ]

Wow, this is quite brazen.
Authored by: Anonymous on Monday, January 24 2011 @ 10:36 PM EST
I wonder if Bonnie was just sick that day or like me, she
was afraid to *hold* the paper lest some of the slime stick
to her hands. Let alone apply her name to it.

- Sells copyrights as specifically listed assets that SCO
does not own.

- Still no assurance of appropriate price. Given that the
sale price is well below the various debts that the
organization has, its not even as good as the last deal.
Most of the criteria that drove the judge's rejection last
time STILL applies to this deal.

- Again the whole selling free of encumbrances, blah blah
blah which ill bet that SCO cannot do in many cases, and the
contracts argument will be had again, I'll warrant because
the same objections the various creditors had last time to
this buyer certainly haven't been magically resolve by a
miraculous appearance of a unicorn or some such.

... What in the heck is Cahn doing? I thought he cared
about his reputation. Where is the trustee's office?

---
Clocks
"Ita erat quando hic adveni."

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: Anonymous on Monday, January 24 2011 @ 11:23 PM EST
Any idea what unXis is up to? From its name, it sounds like it wants to get
ownership of Unix. It must have some goal in mind or it would not be making such
persistent effort to buy the assets. Maybe it is a front for some other party
that just want to help SCO stay alive.

[ Reply to This | # ]

Schedule 4.6
Authored by: Anonymous on Monday, January 24 2011 @ 11:24 PM EST
Schedule 4.6 (page 68 of Exhibit 1) says it all...
COMPLIANCE WITH LAWS

None.

[ Reply to This | # ]

Ooh, Ooh, I See a new lawsuit in 10 years time
Authored by: Anonymous on Tuesday, January 25 2011 @ 12:06 AM EST
In section (i) of the agreement I see a chance for the new buyers to sue SCO in the future. It says
(i) All of Seller’s assets (tangible or intangible), including those assets set forth on Schedule 2.1(a), all Intellectual Property, including all copyrights developed after 1995, customer lists, purchase orders, customer reference manuals, databases and goodwill related thereto;
So the new buyer will claim that you sold us "all Intellectual Property" not just the stuff developed after 1995, since that part of the asset purchase agreement is unclear.

[ Reply to This | # ]

Is my understanding correct?
Authored by: Anonymous on Tuesday, January 25 2011 @ 01:10 AM EST
Essentially, this will be $600,000 plus the amounts owed by the subsidiaries?

[ Reply to This | # ]

I never get sales deals like this!
Authored by: celtic_hackr on Tuesday, January 25 2011 @ 01:14 AM EST
This is my kind of sale. I bet I could raise $600,000 for a sale like this. Pay
$600,000 cash for a company, get some furniture and stuff and roughly $1,550,000
in cash. Sign me up! I don't care what other properties or possible value is in
the company, anytime I can buy $1,550,000 for $600,000 I'm game (for instant
150% profit)!

[ Reply to This | # ]

Indian distributor -- lawsuit?
Authored by: whoever57 on Tuesday, January 25 2011 @ 01:26 AM EST
Wasn't there a lawsuit from a Indian distributor? I doubt that an Indian court
will care about a US bankruptcy court selling the asserts "free and clear
of any and all Encumbrances and Retained Obligations".

Will UnXis take on this liability?

[ Reply to This | # ]

Cure costs not to exceed $50,000 grand total
Authored by: celtic_hackr on Tuesday, January 25 2011 @ 01:28 AM EST
So if you do business with SCO and you stand to lose morre than $50,000 for some
non-performance issue, tough luck. Note that's a grand total cure not a per
party cure. Novell is specifically excluded from that item. They stuck it in the
definitions section section 1.21.

I was going to go to bed, but I think I'll do some reading instead.

[ Reply to This | # ]

Oh This Is Rich...
Authored by: sproggit on Tuesday, January 25 2011 @ 01:34 AM EST
Quoting from the article, PJ lists out some of the assets in the sale:

ACQUIRED ASSETS

(a) UnixWare Operating System Products

• SCO UnixWare 7 Release 7.1.4
• SCO UnixWare 7 Release 7.1.3
• SCO UnixWare 7 Release 7.1.2
SCO UnixWare 7 LKP


Unless I misunderstand the acronym, the LKP is the Linux Kernel Personality Module, a chunk of code which, effectively, allows you to run Linux binaries on a non-Linux version of Unix. It provides functionality not far removed (if at all) from what IBM did when they developed AIX 5L out of AIX 5 (where the L suffix denotes that the OS contains the Linux compatibility modules).

I'm pretty certain that the LKP contains portions of GPL'd Linux code.

Though my following question may sound tongue-in-cheek, I'm actually quite series. If the LKP does indeed contain Linux code, what does this mean in terms of any IP contained in that code? Other clauses that PJ quotes talks about a complete transfer, without any encumbrances, of all right, title and interest to the included assets. So if I understand it correctly (and I absolutely concede that the LKP will not contain a complete copy of the Linux kernel) then in a strange manner of speaking, SCO are providing a "warranty" on that code...

Interesting

I wonder if the asset list was prepared by a representative of one of the law firms, and I wonder who reviewed this document prior to release?

[ Reply to This | # ]

Funky purchase price
Authored by: celtic_hackr on Tuesday, January 25 2011 @ 01:53 AM EST

I don't know maybe I'm reading it wrong. All that legalese confounding of terms. It looks like Unxis is committing to let the sellers buy 3% of it's stock. Unless, I'm reading something wrong that means SCO gets $600,000 for $1,550,000 and then SCO has to pay another >(3% * $4,000,000)=$120,000 on top of that to sell the company assets, except the excluded assets.

Net revenue = less than -$1,070,000?

Seller agrees to sell ... for a purchase price (“Purchase Price”) of (i) SIX HUNDRED THOUSAND DOLLARS ($600,000.00) in cash; and (ii) two-year warrants to purchase three percent (3%) of that number of shares of unXis common stock outstanding (with preferred stock and potentially certain other securities on an “as- converted basis”) as of the time Buyer shall have raised an initial cumulative total of four million dollars ($4,000,000) of equity financing, inclusive of equity investments received by the Buyer in a private placement. The initial exercise price per share of Buyer’s common stock will be equal to the price per share of common stock paid by the equity investors in the round of financing that brings the cumulative total equity financing received by the Buyer to four million dollars ($4,000,000).
Of course that all depends on what price those investors pay for that $4,000,000 investment. But of course, if the financing never reaches $4,000,000 then that part of the sale never happens.

[ Reply to This | # ]

www.unxis.co.uk
Authored by: Anonymous on Tuesday, January 25 2011 @ 02:40 AM EST
check it out www.unxis.co.uk

[ Reply to This | # ]

Predictable
Authored by: mpellatt on Tuesday, January 25 2011 @ 03:04 AM EST
Well, whatever ou might think of tSCOg, at least they're
predictable.

Whoever's at the helm.

[ Reply to This | # ]

SVRX copyrights
Authored by: Anonymous on Tuesday, January 25 2011 @ 03:54 AM EST
Notice that what they are selling are Copyright -Registrations-
It doesn't matter that a court in Utah said that SCO doesn't own
those copyrights, SCO is selling the piece of paper that they paid
money for at the Copyright Registrations office.

Now two possibilities arise: Unxis doesn't care about that because
they have a twist in this deal which will give them riches beyond
any Unix copyrights; or, Unxis doesn't know about this because
they are all part of the same inbred mentally retarded cabal.
Cue future lawsuit for breach of sale contract ...

[ Reply to This | # ]

Money owed to subsidiaries
Authored by: ak on Tuesday, January 25 2011 @ 04:02 AM EST
The subsidiaries must explicitely agree that they no longer want
the money owed to them. This can be interesting in those cases
where a subsidiary owes money to others.

[ Reply to This | # ]

Subsidiaries
Authored by: ThrPilgrim on Tuesday, January 25 2011 @ 07:43 AM EST
Aren't all those subsidiaries the ones SCO has been dumping all it's cash into
aver the past few months?

---
Beware of him who would deny you access to information for in his heart he
considers himself your master.

[ Reply to This | # ]

Isn't thins the proposed sale from last year that never happened?
Authored by: Anonymous on Tuesday, January 25 2011 @ 08:18 AM EST
SCO filed a motion asking for approval of a sale of the software business on
August 9, 2010. They had a hearing on this motion on August 23, 2010, and
received approval to go ahead with the bidding process. Several
"Reservations of Rights" as well as objections to cure amounts were
filed by various parties. The originally scheduled auction date came and went
with no auction, but I remember somewhere in the original paperwork and orders
related to that auction, it said that Cahn could change the schedule however he
saw fit if he felt it was in the best interest of the debtors.

I just went back through the BK Timeline page, and there have been no other
requests for approval of a sale of the assets since August 9, 2010, so this has
to be that same sale that was contemplated back then, and for which the auction
process was approved by Judge Gross.

I think that this means that Oracle's, HP's and Novell's prior Reservations of
Rights still stand, along with the objections to cure amounts from Novell, HP
and Receivable Management Services. So I don't know if these parties have to
file any new objections by February 7 or if they just have to show up at the
hearing and argue the objections that were already filed. If I were them, I
would file "Renewed Reservations of Rights" and "Renewed
Objections to Cure amounts" by February 7 just to be sure.

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: hairbear on Tuesday, January 25 2011 @ 08:39 AM EST
How stupid is this supposed sale ? It's as if it's designed to fail. Maybe
that's the point.

hairbear

[ Reply to This | # ]

They're selling the SCOSOURCE Trademark!
Authored by: Anonymous on Tuesday, January 25 2011 @ 09:47 AM EST
Included in the list of Acquired Assets is the SCOSUOURCE trademark.

But there is no mention of the sale of the SCOSOURCE business per se.

What does this mean? I see a couple of possibilities:

1. SCO intends to continue to try to license (sue) Linux customers over their
precious IP that might be in linux, but they will change the name from SCOSource
to something else.

2. unXis will carry on the torch attempting to license (sue) Linux customers,
but I don't see how since they don't get that part of SCO's business, but then
again, it's not listed in the excluded assets either, so maybe this is a way to
keep the law suits going on forever with SCO and unXis going back and forth
arguing over who has the right to sue Linux users.

[ Reply to This | # ]

BK estate shennaigans
Authored by: Anonymous on Tuesday, January 25 2011 @ 10:50 AM EST
When did SCO Japan and India become part of the BK estate and available for
sale? I must have missed the part where SCO Japan and SCO India suddenly became
part of the company that was included in the bankruptcy process.

How did that happen? This smells like BK fraud where they were not part of the
original asset list of the BK process yet some how ended up for sale as part of
the process.

RED CARD!!

[ Reply to This | # ]

What about the SCOfolks?
Authored by: Anonymous on Tuesday, January 25 2011 @ 11:31 AM EST
Did anyone ever figure out or resolve how the SCO folks who
went on an international domain registration spree the day of
the court hearing are involved?


---
Clocks
"Ita erat quando hic adveni."

[ Reply to This | # ]

It's unXis, back again, SCO hopes - HOw can that be?
Authored by: Anonymous on Tuesday, January 25 2011 @ 12:54 PM EST
Only six hudred thousand? How can that be? What did they pay those hundreds
of millions for?

[ Reply to This | # ]

So, everything but the litigation then?
Authored by: Anonymous on Tuesday, January 25 2011 @ 02:10 PM EST
Unless I'm misreading something, the excluded assets are just cash,
administrative stuff related stuff (401k plans, paperwork, etc.) and the
litigation. And the purchase price is a fraction of the company's debts.

No reasonable person (and while we can accept that Darl wasn't reasonable, Cahn
is supposed to be) would put any significant value on the litigation - it's a
lottery ticket. So, how do they intend to pay off the rest of their debts? This
deal seems to be an admission that the business is worth less than its debts, so
why aren't they converting to Chapter 7?

[ Reply to This | # ]

To quote from Hamlet
Authored by: The Mad Hatter r on Tuesday, January 25 2011 @ 07:58 PM EST

There's something rotten in the state of Denmark.


---
Wayne

http://madhatter.ca/

[ Reply to This | # ]

It took a little more than a year.... but Novell crumbled nevertheless
Authored by: SilverWave on Wednesday, January 26 2011 @ 03:13 AM EST
It took a little more than a year.... but Novell crumbled nevertheless

---
RMS: The 4 Freedoms
0 run the program for any purpose
1 study the source code and change it
2 make copies and distribute them
3 publish modified versions

[ Reply to This | # ]

This is going too far, for me.
Authored by: Ian Al on Wednesday, January 26 2011 @ 03:59 AM EST
So, would someone go and check the brass plate outside of the unXis registered
broom cupboard to see if it has been re-polished in recent days?

Please also check the location of their executive offices in Traylor Sights to
see if anyone is home.











Yes, I know it is an old joke of mine that I just rehashed, but unXis started
it!

---
Regards
Ian Al
SCOG: Yes, they hit the ground. The lawyers are now taking them to the centre of
the Earth. The 'centre of the Earth' is irony.

[ Reply to This | # ]

Who is liable to prosecution?
Authored by: Anonymous on Wednesday, January 26 2011 @ 05:42 AM EST
Perhaps it is about, that I'm not common with US law in detail. Isn't it a crime
to sell something you don't have and you don't own? And isn't SCO in chapter 11?
Isn't there a person ordered by state, that is in charge that everything
complies to the law? Who is liable for this deal? Who was in charge to negotiate
this for SCO? Who said: We have those IP and we sell it?

I'm no native English speaker. But the language is simple. SCO tries to sell
"All of Seller’s assets ..., all Intellectual Property, including all
copyrights developed after 1995"

That is not limited to post 1995. It is _all_.

And "(c) Excluded Assets. Notwithstanding anything to the contrary
contained in Section 2.1(a) or elsewhere in this Agreement ..." ???

"or elsewhere" ???

Haven't they said elsewhere that they sell all?

This is complex and law talk. But I guess it isn't fixed? Otherwise you _could_
explicit name what is sold.

The way the US law system is acting in the SCO case does not invite anyone to do
business in the US.

I wonder why the UK doesn't enforce the dues from their American colonies? SCO
has shown, all it takes is obstinacy and ignoring facts and rules.

[ Reply to This | # ]

New Maths?
Authored by: Zarkov on Wednesday, January 26 2011 @ 09:51 PM EST
If the buyer gets all the cash in the foreign subs:

Currently
SCO Software (UK) Ltd. - $431,418
The SCO Group (Deutschland) Gmbh - $618,943
SCO Software (India) Private Ltd. - $455,407

AND all those juicy copyrights...

For the paltry sum of $600,000

Isn't that the same as SCO paying unXis over $900k to take the copyrights away?

[ Reply to This | # ]

HEY IDEA
Authored by: Anonymous on Thursday, January 27 2011 @ 08:53 AM EST
why not get 600001 people together and BUY SCO and end this
BULLCRAP and then just opensource everything and dissolve
whats left
FOR a buck i'm in.....just to get rid of this retarded
company and having to see how awful the USA legal system is.

p.s. i am Canadian and this offer of my dollar will stand
until february 1st, when 25 gb caps come and because i'm
disabled and share my net with 3 others who none of us do
less then 25 gb.now imagine fair dividing that by 3 and
paying 60$ total for it.

cya internet...been a slice guess it was a good thing i
became a pirate and downloaded 100,000 books recently....

[ Reply to This | # ]

It's unXis, back again, SCO hopes
Authored by: Anonymous on Thursday, January 27 2011 @ 07:50 PM EST
Is it just me or is SCOX selling old SCO here?

There is money there, but there are obligations and contracts too. There is a
sales channel. SCO appears to be trying to get out from under the business of
being a business. Too bad, that is the only viable revenue stream that SCO still
has. It might be of potential value to someone. Maybe Microsoft could buy it.
After all, SCO was started to sell Xenix, the Unix Microsoft wrote. (Not going
to happen. Microsoft already sells SUSE.)

At one time, Caldera planned to use that sales channel to sell Linux. That would
have meant that Caldera would now be the Number two Linux, if Ransom had stayed,
and Darl had never come on board.

Of course, at that time Novel owned Caldera, and so, it would have been Caldera,
and not SUSE that would be left in question.

[ Reply to This | # ]

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