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indirectly by HJA, were incorporated in connection with the
reorganization. The subsidiary corporations owned the operating
assets used in the Misle group. The prereorganization
partnerships and corporations either were included in the new
corporate structure or were dissolved and liquidated.
1. Dissolution of the Misle Brothers Partnership
The Misle Brothers Partnership was one of the partnerships
dissolved and liquidated as part of the reorganization. Pursuant
to and in furtherance of the reorganization, Henry, Abram, and
Julius executed a dissolution of partnership agreement dated
April 14, 1986. In the dissolution of partnership agreement,
Henry agreed to assume personal liability for $686,467 of
intercompany loans owed by the Misle group to Chevrolet and
another company in the Misle group (the Chevrolet debt).5 Henry
also agreed to hold Abram and Julius harmless and to indemnify
them in the event they were ever required to pay any of the
liabilities Henry agreed to assume.
2. The Reorganization Documents
Various documents and agreements, described below, were
entered into contemporaneously with the reorganization.
5According to the dissolution of partnership agreement,
Abram and Julius collectively assumed personal liability for
$2,224,942 of intercompany loans owed to Park Place and other
businesses in the Misle group.
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