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1. Yes -treat as a consolidation 2. Correct K Walsh concurs

Future commitments to contribute cash are only taken into account in determining the size of person for the Newco. They would not be considered in determining the size of transaction. K Walsh concurs.

You have to value the intangible assets as part of an ongoing business. We have had this question come up quite a bit lately. I think some advice has been misinterpreted. We have said that you can...

Agree. K Walsh concurs

The $10 million would not be included as consideration for the partnership interests. On the rollover: 1) If the current partners retain their interests directly in the Target, they would not be...