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NovaTech Solutions, Inc. (Seller) sells the assets of its Data Center Division to ApexNova Holdings, Ltd. (Buyer). The assets include the data centers, servers, finished inventory, and the division’s customer contracts, but the Seller retains all liabilities (including tax liabilities and employee obligations) and the division’s key personnel do not transfer. The division’s real property leases are expressly excluded from the sale. The purchase agreement provides that (i) customer contracts may be assigned only with the counterparties’ consent, (ii) the division’s employees will terminate at closing, and (iii) leases and other contracts will require landlord consent to assignment or novation. Apex intends to operate the division as a going concern after closing. (a) Is this transaction asset-only transfer or a business enterprise transfer? Explain your reasoning with reference to liabilities and contracts. (b) For each of the following contracts, state whether Apex binds it post-closing without the other party’s consent, and what steps are needed to bind: (i) the essential services agreement with TechServe Global Ltd., which contains a non-assignment clause; (ii) the data center lease with Skylight Properties, Inc. (c) If Apex contends that the contracts can bind without consent due to going-concern operation, identify the controlling doctrine and the remedies available to the counterparties.