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Georgia contract and shall be governed by and construed in
accordance with Georgia law.”
Dr. Joffe, on behalf of himself as manager of the LLC and on
behalf of the LLC, executed a “Waiver of Notice and Right to
Purchase” (which is attached to the assignment and assumption
agreement) whereby he specifically waived (1) the right to
receive notice pursuant to section 10.2.1 of the LLC operating
agreement of his membership interest dispositions and (2) the
LLC’s rights, pursuant to section 10.3 of the LLC operating
agreement, either to purchase Dr. Joffe’s 10-percent membership
interests transferred to Dr. McKernan and Ms. Moore or to
identify another purchaser thereof.
The Installment Method Reporting Issue
As noted supra, part of the consideration Ms. Moore received
for the sale of a 12-percent interest in the LLC to Surgicoe
consisted of a promissory note in the sum of $160,825.87. That
note provided for 60 consecutive monthly payments of combined
principal and interest of $3,358.03, beginning September 1, 2000,
and ending August 1, 2005. On their 2000 return, Schedule D,
Capital Gains and Losses, petitioners reported as long-term
capital gain $631,590 from the July 28, 2000, sale of
“partnership interest” and “note payments” in the sum of $16,790.
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Last modified: November 10, 2007