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Before any retiring Partner * * * shall be entitled to
receive any money in payment of or on account of his
partnership interest * * * he shall deliver or cause to
be delivered to the remaining Partners such instruments
as the remaining Partners may reasonably request in
order to establish a record that the retiring * * *
Partner’s interest in the partnership has passed to and
become vested in the remaining Partners.
Petitioners claim these further assurances provisions were
not satisfied until September 20, 1994, when title to Jean True’s
stock and partnership interests “vested” in her sons.85
Petitioners assert that as a result, Jean True could not have
lent her sales proceeds to her sons on June 30, 1994, as
contended by respondent-–because under the terms of the buy-sell
agreements, Jean True was not entitled to receive those proceeds
until the “vesting” date.
As a preliminary matter, we note that petitioners’ argument
on this point cites no authority and is hard to follow. However,
the thrust of petitioners’ argument appears to be that the sales
of Jean True’s interests were not completed for tax purposes
until September 20, 1994. For the reasons set forth below, we
disagree, and conclude that the sales were completed on June 30,
1994, and July 1, 1994 (the notice dates, also the effective
dates as defined by the buy-sell agreements).
First, we note that the “Further Assurances” provisions of
the corporate buy-sell agreements are different from the
85As noted supra p. 299, it is not clear why petitioners
believe Sept. 20, 1994, is the relevant date.
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