Common use of Acknowledgment of Seller with Regard to Tax Consequences of Clause in Contracts

Acknowledgment of Seller with Regard to Tax Consequences of. 22 Transaction. The Seller hereby acknowledges receipt of an opinion from Xxxxx & Stockbridge P.C., 23 Bond Counsel, dated the Closing Date, to the effect that under existing laws, regulations, rulings and 24 decisions, interest payable under this Agreement is not includible in the gross income of the 25 Registered Owner for federal income tax purposes, which opinion assumes continuous compliance 26 with certain covenants in the Tax Certificate and Compliance Agreement to be executed and delivered 27 by the County on the date of delivery of this Agreement and assumes that the Land will be used solely 28 for Agricultural Use and is otherwise limited in accordance with its terms. The Seller acknowledges 29 that the Seller has made the Seller’s own independent investigation and has consulted with attorneys, 30 accountants and others selected by the Seller in the Seller’s sole discretion with respect to all other 31 tax considerations related to the transaction contemplated hereby (including, but not limited to, 32 installment sales treatment under Section 453 of the Code, charitable contribution deductions under 33 Section 170 of the Code, exchange of like property under Section 1031 of the Code, and federal 34 estate tax implications); and the Seller certifies that the Seller has not looked to or relied upon the 35 County or any of its officials, agents or employees, or to Bond Counsel, with respect to any of 36 such matters. 38 ARTICLE VI 39 THE REGISTRAR

Acknowledgment of Seller with Regard to Tax Consequences of. 22 Transaction. The Seller hereby acknowledges receipt of an opinion from Xxxxx & Stockbridge P.C., 23 Bond Counsel, dated the Closing Date, to the effect that under existing laws, regulations, rulings and 24 decisions, interest payable under this Agreement is not includible in the gross income of the 25 Registered Owner for federal income tax purposes, which opinion assumes continuous compliance 26 with certain covenants in the Tax Certificate and Compliance Agreement to be executed and delivered 27 by the County on the date of delivery of this Agreement and assumes that the Land will be used solely 28 for Agricultural Use and is otherwise limited in accordance with its terms. The Seller acknowledges 29 that the Seller has made the Seller’s own independent investigation and has consulted with attorneys, 30 accountants and others selected by the Seller in the Seller’s sole discretion with respect to all other 31 tax considerations related to the transaction contemplated hereby (including, but not limited to, 32 installment sales treatment under Section 453 of the Code, charitable contribution deductions under 33 Section 170 of the Code, exchange of like property under Section 1031 of the Code, and federal 34 estate tax implications); and the Seller certifies that the Seller has not looked to or relied upon the 35 County or any of its officials, agents or employees, or to Bond Counsel, with respect to any of 36 such matters. 38 37 ARTICLE VI 39 THE REGISTRARVI