- 30 -
can be made on the basis of the whole record. See Clark v.
Commissioner, 266 F.2d 698, 717 (9th Cir. 1959), remanding on
other grounds T.C. Memo. 1957-129; Coleman v. Commissioner, 87
T.C. 178, 200 (1986), affd. without published opinion 833 F.2d
303 (3d Cir. 1987); Imburgia v. Commissioner, 22 T.C. 1002, 1014
(1954). Accordingly, we proceed with our task on the basis of
the record herein in its entirety.
Inurement
We first address the question of how much AMH paid
petitioner for the assets which petitioner sold to it in May
1983. The agreement of sale provided:
2. Purchase Price.
Buyer and Seller agree that the total purchase price
(the "Purchase Price") to be paid for all property, assets
and business being acquired hereunder shall be an amount
equal to the sum of (i) $4,500,000 and (ii) the sum of (x)
the amount of all liabilities shown on the 1983 Balance
Sheet and not heretofore paid or discharged, (y) the amount
of all liabilities incurred by the Seller in the ordinary
course of its business, between the date of the 1983 Balance
Sheet and the Closing Date, and not heretofore paid or
discharged, and (iii) to the extent the same is required to
be contributed to said plans, the excess of total actuarial
present value of accrued benefits over the assets of the
Seller's pension plans, (the amounts referred to in (ii) and
(iii) being sometimes hereinafter collectively referred to
as the "Assumed Liabilities"). Anything herein contained to
the contrary notwithstanding, there shall be deemed included
within the amount of Assumed Liabilities, the Seller's
liability for Florida Patient's Compensation Fund
Assessments; provided, however, that Buyer shall not be
deemed to have assumed, and therefore the same is not deemed
within the Assumed Liabilities, liability for Florida
Patient's Compensation Fund assessments to the extent the
same exceed $114,815.
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