Computervision International Corp. - Page 45

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          assets test.  Both CV and CVI intended that, prior to the end of            
          CVI's taxable year, CVI would reimburse CV's export promotion               
          expenses and pay a dividend with the funds that were not required           
          to reimburse the expenses and purchase qualified receivables from           
          CV.  CVI transferred funds to CV's possession prior to the end of           
          each of the taxable years in issue for those purposes.  CV                  
          treated those funds as its own, depositing them in its bank                 
          account, and each transfer was recorded on the respective books             
          of CV and CVI at that time as a payment by CVI to CV, not as a              
          loan or open account.  There were no circumstances contemplated             
          by the parties under which those funds would be repaid to CVI and           
          there were no further conditions that CV was required to satisfy            
          in order to be entitled to those funds.  Consequently, we                   
          conclude that the funds were subject to CV's complete dominion              
          and control at the time they were deposited in its bank account.            
               Although, by the close of each of CVI's relevant taxable               
          years, all events had occurred to determine the total amount of             
          export promotion expenses owed and qualified accounts receivable            
          to be purchased, that information was not available to CV's and             
          CVI's tax and accounting departments at that time.  That                    
          unavailability was the only circumstance preventing the each of             
          CVI's payments to CV from being allocated to and among the                  
          expenses reimbursed, the qualified receivables purchased and the            
          dividends paid.  Moreover, under the terms of the export                    
          promotion agreement, CV was required to bill the export promotion           
          expenses to CVI at the close of CVI's fiscal year, and the amount           



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