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(e.g., an adjudication determining that the PowerLink offer was
bona fide). In other words, Indeck may be suggesting that the
Shareholders’ Agreement imposed upon it an obligation to purchase
the shares, at a price prescribed in the agreement, subject only
to the contingency that ascertainment of the price required a
final determination of whether a bona fide offer had been made.
Thus, the argument apparently goes, Indeck’s unconditional
obligation to purchase qualifies as indebtedness for purposes of
section 163(a).
Such an argument must fail. While Indeck may have had an
unconditional obligation under the Shareholders’ Agreement to
purchase Mr. Polsky’s shares upon the termination of his
employment, the terms of that obligation were too indefinite as
to amount and timing to constitute indebtedness. As noted, the
amount and timing of the obligation deemed indebtedness in Dunlap
were fixed; Indeck’s obligation was not fixed in amount and
timing until the parties reached an agreement to settle. Cf.
Deputy v. duPont, 308 U.S. 488, 497 (1940) (“although an
indebtedness is an obligation, an obligation is not necessarily
an ‘indebtedness’ within the meaning of * * * [the predecessor of
section 163(a)].”). Moreover, unlike the case in Dunlap, the
amounts paid by Indeck were not paid because contingencies
outside Indeck’s control resolved in a manner that fixed the
obligation. The purported interest payment here was paid because
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