- 16 - interest on the unpaid portion to accrue at the Federal funds rate. Tax counsel retained by Mr. Polsky reviewed this draft and suggested the elimination of the phrase “purchase price” as describing the $15,030,000 amount and of the term “interest” as describing the 10-percent amount. Instead, the tax counsel recommended that both amounts be listed as components of the term “price”. Another draft prepared by Indeck’s counsel and submitted to Mr. Polsky’s counsel on May 5 or 6, 1994, described the payment as follows: Indeck * * * agrees to purchase * * * the thirty (30) shares of * * * stock * * * for a price computed as follows: (i) * * * $501,000 per share, for a purchase price of * * * $15,030,000 (the “Purchase Price”), and (ii) an amount determined by Ten Percent (10%) per annum on the purchase price of $15,030,000 from January 31, 1991 through April 13, 1994 (the “Interest”). * * * As compared to the April 26 draft, this draft established “Purchase Price” and “Interest” as defined terms, and applied “Purchase Price” to the $15,030,000 amount (hereafter “Component (i)”), and “Interest” to the amount determined as 10-percent per annum thereon from January 31, 1991, through April 13, 1994 (hereafter “Component (ii)”). Like the April 26 draft, this draft also provided for a $10 million payment at closing and two equal annual installments of the balance on which interest would accrue at the Federal funds rate. This draft also described thePage: Previous 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Next
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