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terms of the 2001 sale of the Manchester property to Stone Ends.
Moreover, regarding the “effect of the transaction”, we note that
respondent has already undertaken extensive discovery, and it is
sheer speculation on the part of respondent’s counsel that, by
additional discovery or (in a Perry Mason moment) by cross-
examination, she will be able to elicit an admission from any of
the potential witnesses that there was a binding “arrangement” to
allow the holder readily to convert the AIG notes into cash or
marketable securities. Indeed, both the Ross affidavit and the
fact that the AIG notes were held for 2-1/2 years before
redemption on the fifth interest payment date, in accordance with
their terms, clearly indicate that that was not the case. Under
the circumstances, respondent has not persuaded us that he will
be able to raise, through additional discovery, cross-
examination, or otherwise, a genuine issue of material fact
regarding the marketability of the AIG notes. Therefore, we find
no basis for denying the motion or ordering a continuance
pursuant to Rule 121(e).
E. Applicability of the Antiabuse Regulations
1. Section 1.701-2, Income Tax Regs.
The first of the three requirements “[i]mplicit in the
intent of subchapter K” is that “[t]he partnership must be bona
fide” and the transactions in question “must be entered into for
a substantial business purpose.” Sec. 1.701-2(a), Income Tax
Regs. Respondent does not dispute that Countryside is a bona
fide partnership, and we have found herein that the transactions
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