This case arose from the liquidation of a company which was heavily indebted
to a number of secured creditors. The appellants ("Purchasers") agreed to
buy some of the company's assets, including land on which unpaid taxes were
due. In return, the Purchasers agreed to issue two notes for the benefit of the
secured creditors ("Notes"). Two key agreements were entered into: an asset
purchase agreement ("APA") between the liquidator, the secured creditors,
the company's shareholders and the Purchasers; and an omnibus agreement
("OMNA") between the Purchasers and the secured creditors. A tax amnesty
agreement ("TAA") was also procured from the municipal authorities, granting
deferred payment of taxes on the land.