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otherwise, terms defined in the purchase agreement had the same
meaning in the note. The note provided:
In the event * * * [Solutions] pays any of the Debts
(which, upon the occurrence and continuation of an
Event of Default under the Lease and upon notice * * *
to [TG], * * * [Solutions] shall have the right, but
not the obligation so to do) whether pursuant to the
terms of Liens or otherwise, all amounts so paid shall
be deemed to be prepayments under this Note in such
manner as to principal and interest as * * *
[Solutions] shall elect.
The lease referred to in that provision of the note is not
in the record. Similarly, the remarketing agreement transferred
from TG to Decisions Holding is not in the record.
On December 30, 1988, Decision Holdings entered into a "Sale
and Assignment Agreement" whereby Decision Holdings ("seller")
transferred the installment promissory note, interests and
obligations as lessee under the lease, and rights under the
remarketing agreement, plus $3,000, cash to Autochthon
Associates, L.P., a Delaware limited partnership (as "buyer"), in
exchange for no consideration other than the assumption of
certain purported liabilities in connection with the lease. As a
result of the transaction Decision Holdings claimed a $1,073,835
loss which respondent disallowed on the 1988 consolidated income
tax return filed by IRA.
The partners of Autochthon Associates, L.P., and their
contributions to the partnership, were as follows:
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