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effective date as the notice date] * * * . * * *
[Emphasis added.]
Nothing in these operative provisions suggests that the buy-
sell obligations arising on the notice dates were conditioned
upon the selling partner’s compliance with the “Further
Assurances” provision. Indeed, they do not even refer to the
“Further Assurances” provision.86
Third and most importantly, the terms of the buy-sell
agreements, the conduct of the parties to those agreements, and
the actions of the True companies all show that Jean True and her
sons intended the benefits and burdens of ownership of Jean
True’s interests to shift to her sons on the notice dates.
Petitioners correctly note that Jean True did not receive
payment for her interests in the 22 True companies until
September 30, 1994. In addition, it appears that the
corporations were authorized on or around that date to reissue
the shares Jean True sold in the names of Jean True’s sons.
The record does not establish precisely what happened on or
around the payment date, other than the receipt of payment and
the reissuance of some stock certificates. However, petitioners
have not shown (or even claimed) that the sons did not take
possession of Jean True’s stock certificates, or that the
partnership records did not reflect a change in ownership, well
86The “sales event” and “sale” provisions of the corporate
buy-sell agreements are substantially the same as the cited
provisions of the partnership buy-sell agreements.
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