Q You are a senior executive of Mountaintop Glass, LLC (MG LLC). Its primary asset is a glass bottle production plant that has achieved an average output of 2.4 million units per day. MG LLC has provided full access to the plant to engineers for global glass manufacturer Drake Glass Corp. (DGC) as part of a four-month due diligence period. You are negotiating an asset purchase agreement to allow DGC to purchase the glass plant. You work with your legal counsel to manage the transaction and report to the Managing Member of MG LLC, Jeremy Reed. Mr. Reed may have mentioned the long-term prospects of the plant and its output to the CEO of DGC in the early negotiations of the transactions to justify the purchase price. DGC provided a draft asset purchase agreement that • proposed that MG LLC provide an express representation and warranty that the plant will meet a minimum 2.8 million units per day output standard for a period of seven years, and • did not include an integration clause. You negotiated successfully to remove the proposed representation and warranty of any minimum unit output standard. You noted the extensive due diligence period and noted that plant performance will depend on operational decisions and supply chain factors that can vary and that will be out of MG LLC’s control. You privately doubt that the DGC operational team will have the skill to operate above 2.4 million units per day, but you wish them well. The only remaining issue to finalize the asset purchase agreement is whether to insist on including an integration clause. Requirements Write a short memo (200–300 words) to Mr. Reed with your analysis of the importance of including an integration clause (sometimes called an “Entire Agreement” clause) in the asset purchase agreement. Do the following in the memo: • Explain the benefit of including an integration clause to MG LLC. • Provide an example of integration clause language that you recommend. • Identify risks that may be mitigated or eliminated by including this clause. Reminder: After submitting, you will not have the ability to edit or delete your submission. Please compose your memo in a word processing program and edit to refine the memo and correct errors. Then submit your memo. Rubric Writing Assignment Rubric Writing Assignment Rubric Criteria Ratings Pts This criterion is linked to a Learning OutcomeAssignment Subject Matter 15 pts High quality, substantive written response that clearly and fully addresses the assignment instructions, expectations, and subject matter. 12 pts Submission adheres to assignment instructions, but may not make connections to the lesson or deviates slightly from assignment expectations or subject matter. 9 pts Submission examines assignment instructions, but makes limited connections to the lesson or deviates moderately from assignment expectations or subject matter. 6 pts Submission loosely addresses the assignment instructions and expectations, and/or does not make connections to the lesson or subject matter. 0 pts No Marks 15 pts This criterion is linked to a Learning OutcomeAnalysis 15 pts Correctly identifies and thoroughly, thoughtfully analyzes all relevant factors related to the assignment. 12 pts Identifies and thoughtfully analyzes most relevant factors related to the assignment. 9 pts Identifies and analyzes relevant factors related to the assignment, but there are some omissions in identification and/or analysis. 6 pts Failed to identify and/or analyze many relevant factors related to the assignment. 0 pts No Marks 15 pts This criterion is linked to a Learning OutcomeWriting Quality and References 10 pts Organized, refined, and well-written submission that uses proper spelling, grammar, punctuation, and sentence structure expected of a college-level business student. Submission follows a logical flow and includes references to supporting course materials. External references are cited appropriately where utilized. 8 pts Consistently uses proper grammar, punctuation, sentence structure, and logical flow with few exceptions. Submission includes references to supporting course materials, and outside sources are cited where utilized. 6 pts Submission includes minor issues with grammar, punctuation, and/or sentence structure, and/or issues with organization. Submission includes references to course materials, but lacks external citations where appropriate. 4 pts Submission includes several instances of improper grammar, punctuation and/or sentence structure and/or does not exhibit a logical flow. Submission alludes to sources generally but does not include any references or citations. 0 pts No Marks 10 pts Total Points: 40 PreviousNext