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identify when he assigned the interest to Holding Co. except to
say that it was "sometime in the 1970's." He provided no written
assignment document, and no other witness corroborated his
testimony. He also could not remember whether Holding Co. paid
anything for the interest or how much it paid, if any. Other
than Kanter's vague and uncorroborated testimony, the only
evidence of a possible assignment is the fact that the payments
were in fact made to Holding Co. rather than Kanter. The fact
that the payments were made to Holding Co. does not establish
that the underlying contractual right to the carried interest was
assigned by Kanter to Holding Co. but only establishes that
payments were made to Holding Co. rather than to Kanter. The
Agreement and Indemnification Agreement that was executed on July
26, 1984, recites that Kanter individually or his designee was
entitled to receive the carried interest payments. If Kanter had
assigned the contractual right to the carried interest payments
to Holding Co. in the 1970's, that fact should have been
acknowledged in the Agreement and Indemnification Agreement that
was executed in 1984, long after the purported assignment to
Holding Co. In addition, Kanter admitted that he controlled when
the carried interest payments would be made when he stated that
he would not always pay the amounts due at the time a gain was
realized as called for by the agreement but would sometimes delay
the payment. Such control by Kanter is inconsistent with a valid
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