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stipulation and the stipulated documents as well as in the POM.
The Court of Appeals for the Sixth Circuit has observed that such
a structure:
minimizes the need for a large initial cash outlay by any of
the * * * partners. It does not minimize the risk that "the
taxpayer will suffer any out-of-pocket loss if the
transaction is unsuccessful." * * * The circle of
offsetting obligations does nothing to affect this risk, let
alone eliminate it, realistically, probably, or otherwise.
* * * [Emershaw v. Commissioner, 949 F.2d 841, 850 (6th
Cir. 1991); affg. T.C. Memo. 1990-246.]
Finally, respondent argues that the various provisions for
indemnification contained in the Purchase Agreement and the
Additional Equipment Wrap Lease protected petitioner from loss
under section 465(b)(4). Upon analyzing an indemnification
provision in a purchase agreement that parallels that of the
Purchase Agreement in the instant case, the Court of Appeals held
that such an indemnification clause did not protect the
petitioner from loss within the meaning of section 465(b)(4).
Martuccio v. Commissioner, 30 F.3d 743, 751 (6th Cir. 1994),
revg. T.C. Memo. 1992-311.
The sale-leaseback transactions in issue in Emershaw v.
Commissioner, supra, and Martuccio v. Commissioner, supra, are
indistinguishable from the transaction in issue in the instant
case. In Emershaw v. Commissioner, supra, CIS purchased certain
computer equipment, financing the purchase with nonrecourse bank
loans, and leased the equipment to end-users. CIS then sold the
equipment to Program Leasing Corporation (Program), which gave a
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