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for the transfers of their medical practice intangibles.
Respondent also takes issue with numerous aspects of the valuation
of the intangible assets purportedly transferred by petitioners to
SMF. Finally, respondent argues that petitioners have failed to
satisfy the substantiation requirements of section 1.170A-13,
Income Tax Regs., and section 170(f)(8).
We agree that petitioners have failed to satisfy the
requirements for a charitable contribution deduction. While
petitioners seek to characterize the transaction between
themselves and SMF as the sale of the tangible assets of their
medical practices for cash equal to their value, coupled with the
transfer of their medical practice intangibles to SMF for no
consideration, that characterization ignores a significant
additional element of consideration they received; namely, future
employment with SMF on carefully delineated terms. The agreements
securing the terms of petitioners' future employment (i.e., the
PSA between SWMG and SMF, and the PEAs between SWMG and each SWMG
physician) were integral to and legally interdependent with the
agreements under which petitioners transferred their medical
practice assets to SMF (i.e, the APAs). Each of the foregoing
agreements was contingent upon the other. Thus, the transfer of
petitioners' intangible assets to SMF was part of an integrated
transaction in which petitioners also agreed to provide future
services (through SWMG) and transfer tangible assets to SMF in
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