LEVY, Judge.
In 1996, Firestone Publishing, Inc. ("Firestone") entered into an Asset Purchase and Sale Agreement ("Purchase Agreement") with Dugent Publishing Corporation ("Dugent") worth $7 million. Pursuant to the Purchase Agreement, Dugent conveyed substantially all of its assets to Firestone. Firestone paid Dugent $3.5 million in cash, gave Dugent a security interest in the property conveyed, and entered
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