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in the agreements: “Because they were going to exercise their
put.” For example, with respect to the SMP LLC agreement’s
reference to a film production and distribution business, Mr.
Geary testified that “I certainly can tell you that I was of the
belief when I received this that I didn’t care from my client’s
perspective what was in here other than a couple of things that I
marked up and sent back, the transfer provisions and one of the
confidentiality provisions.”
Mr. Geary testified that, as of December 11, 1996, he knew
that Generale Bank and CLIS were going to exercise the put on
December 31, 1996, the earliest possible date for the put’s
exercise. “I knew * * * [Mr. Jouannet] was going to exercise the
put. He had a year to exercise the put. I clearly knew from the
very beginning he was exercising the put.” “As I’ve tried to
say, I always knew that the put was going to be exercised at some
point. * * * That was clearly my understanding of the deal.”
We found Mr. Geary’s testimony exceptionally credible,
thorough, and persuasive. His testimony shows convincingly that
the banks had no intention of partnering with the Ackerman group
and had planned from the beginning to exercise the put rights in
the side letter agreement as expeditiously as possible.
ii. Ackerman Group’s Understanding
Petitioner claims the he and Mr. Ackerman had no prearranged
understanding with CDR that the banks would exercise their put
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