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ABC Corporation acquisition adjusted allocation amended amount apply arbitrator Article Article Article assets basis buy-sell agreement Buyer capital gains claim clause Commissioner Contractor costs covenant cross-purchase agreement Data dated October deduction deemed depreciation distribution documents Dollars election employee entitled Escrow Agent Exhibit expenses fair market value filed gain or loss hereunder income installment Jersey Joint Venture JONES Landlord leased premises Letter of Credit liability Licensed Software Licensor liquidation ment method Montvale nonrecourse debt October 16 option ordinary income Owner ownership parties partner partnership interest patent payment percent performance purchase price pursuant qualified real property received redemption rent rental Request for Tender rules Section Seller selling shareholders shares target target corporation tax advisor taxable taxpayer Temp Tenant term termination thereof tion trade or business transaction transfer Treas Treas Treas treated treatment warranty