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gain arising from the sale or exchange of a capital
asset, the Investors shall abandon their interests in
the JNC Partnerships by conveying them to the Trustee,
and thereafter, the Investors' promissory notes that
are the subject of claims by Admiral against the
Investors or are otherwise held by Admiral shall be
returned to the Investors. The return of the
Investors' promissory notes is intended as a purchase
price reduction within the meaning of I.R.C. Section
108(e)(5). * * *
The second option provided as follows:
Immediately after the conclusion of the bankruptcy
proceedings, the Investors shall convey their interests
in the JNC Partnerships to the Trustee; and all
promissory notes executed by the Investors that are the
subject of claims by Admiral against the Investors or
are otherwise held by Admiral shall be returned to the
Investors. The return of the Investors' promissory
notes is intended as a purchase price reduction within
the meaning of I.R.C. Section 108(e)(5).
In sum, under the Settlement Agreement, an investor could
"abandon" his or her interest or interests in the partnership "by
conveying them to the Trustee", or the investor could elect to
"convey" his or her interest or interests in the partnership to
the trustee. In either event, the investor notes were to be
returned. Moreover, under the Settlement Agreement, the
investors assigned to Admiral:
all of their right, title and interest in and to (i)
any claim or cause of action against any and all Third
Parties * * * and (ii) any claim, or cause of action
which was, could have been, could be or might be
asserted arising out of or in any manner related to the
bankruptcy of JNC, the JNC Partnerships or the
principals, general partners or affiliates thereof
* * *
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Last modified: May 25, 2011