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well as the respective assignee percentage interests transferred
to petitioners’ children, the trusts, and the Symphony), as set
forth in the confirmation agreement, is fixed and may never
change.
The assignment agreement does not contain a valuation
instruction that requires what the majority opinion indicates
that agreement requires. According to the majority opinion, that
valuation instruction appears in the following paragraph in the
assignment agreement:
For purposes of this paragraph [the paragraph
transferring to petitioners’ children, the trusts, the
Symphony, and CFT certain portions of the 82.33369836-
percent assignee interest in MIL that petitioners
transferred under the assignment agreement], the fair
market value of the Assigned Partnership Interest [the
gifted interest consisting of the 82.33369836-percent
assignee interest in MIL] as of the date of this
Assignment Agreement shall be the price at which the
Assigned Partnership Interest would change hands as of
the date of this Assignment Agreement between a
hypothetical willing buyer and a hypothetical willing
seller, neither being under any compulsion to buy or
sell and both having reasonable knowledge of relevant
facts. Any dispute with respect to the allocation of
the Assigned Partnership Interests among Assignees
shall be resolved by arbitration as provided in the
Partnership Agreement.
As can be seen from reading the foregoing paragraph, the
purported valuation instruction consists of a paragraph in the
assignment agreement which defines the term “fair market value”.
Petitioners required the donees to use that definition when they
allocated among themselves the respective portions of the gifted
interest which petitioners transferred to them under the
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