- 4 - whether the customer be bound alone or with another or others and whether as principal or surety (such debts and liabilities being hereinafter called the “liabili- ties”); the liability of the undersigned hereunder being limited to the sum of Twenty-One Million Canadian (C$21,000,000.00) Dollars [approximately $16,382,100 on June 30, 1993] together with interest * * * AND THE UNDERSIGNED AND EACH OF THEM (IF MORE THAN ONE) HEREBY JOINTLY AND SEVERALLY AGREE(S) WITH THE BANK AS FOLLOWS: * * * * * * * (5) All indebtedness and liability, present and fu- ture, of the customer to the undersigned [petitioner] or any of them are hereby assigned to the Bank and postponed to the liabilities, and all moneys received by the undersigned * * * shall be received in trust for the Bank and forthwith upon receipt shall be paid over to the Bank, the whole without in any way limiting or lessening the liability of the undersigned under the foregoing guarantee; and this assignment and postpone- ment is independent of the said guarantee and shall remain in full effect notwithstanding that the liabil- ity of the undersigned or any of them under the said guarantee may be extinct. The term “Liabilities”, as previously defined, for purposes of the postponement feature provided by this agreement, and this section in particular, includes any funds advanced or held at the disposal of the customer under any line(s) of credit. At some point between July 1 and October 22, 1992, it was determined that petitioner’s anticipated Federal income tax (tax) for its tax year ended June 30, 1993, would be approximately $4.1 million. Petitioner retained Price Waterhouse to review its tax planning options and to make recommendations to minimize peti- tioner’s anticipated tax for that year (Price Waterhouse’s review and recommendation). Steve Wolf (Mr. Wolf) was the Price Waterhouse partnerPage: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011