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stock, to the class B preferred stock, and to the Common Stock
Warrants.
As we understand the Danielson rule, it is not applicable
where the parties have not established the fair market value of
the property at the time agreement is adopted because, under
those circumstances, there is no agreement to which a party may
be held. See Campbell v. United States, 228 Ct. Cl. at 675-677,
661 F.2d at 217-218; see also Commissioner v. Danielson, 378 F.2d
at 778 ("it would be unfair to assess taxes on the basis of an
agreement the taxpayer did not make"). Furthermore, the
Danielson rule is not applicable if the contract is ambiguous.
See North American Rayon Corp. v. Commissioner, 12 F.3d at 589
("the Danielson rule does not apply if there is no contract
between the parties or if the contract is ambiguous"); see also
Patterson v. Commissioner, 810 F.2d 562, 572 (6th Cir. 1987),
affg. T.C. Memo. 1985-53.
In the instant case, the Reorganization Agreement does not
explicitly state that the value of the Securities was $460
million, or that the value of the stock of the Subsidiaries was
$2,099,090,000, or even that the value of the Facilities was
$2,099,970,000. Rather, it states that the $2,099,970,000
purchase price for the Acquisition was
payable (i) $855,164,281 in cash * * *; (ii)
$460,000,000 in (x) shares of Class A Preferred Stock
of Buyer and Class B Preferred Stock of Buyer * * * and
(y) warrants * * *; (iii) through the assumption of all
of the obligations of Seller under the Bridge Loan * *
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