Common use of Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects Clause in Contracts

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment of Partnership Interest and the Instructions thereto) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser (which is an affiliate of the General Partner), the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 31% with respect to payment of the Purchase Price, each tendering Limited Partner must provide the Purchaser (which is an affiliate of the General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions to the Assignment of Partnership Interest and Section 6.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the Managing General Partner), in its sole discretion, which determination shall be final and binding. The Purchaser (which is an affiliate of the Managing General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the Managing General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment of Partnership Interest and the Instructions thereto) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser (which is an affiliate of the Managing General Partner), the Information Agent, the Depositary or any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 31% with respect to payment of the Purchase Price, each tendering Limited Partner must provide the Purchaser (which is an affiliate of the Managing General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions to the Assignment of Partnership Interest and Section 6.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to about the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretionPurchaser, which determination shall will be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited PartnerUnits. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment Letter of Partnership Interest and the Instructions theretoTransmittal) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of the General Partner), the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent A tender of Units pursuant to the possible application of backup federal income tax withholding of 31% with respect to procedure described above and the acceptance for payment of such Units will constitute a binding agreement between the Purchase Price, each tendering Limited Partner must provide Unit Holder and the Purchaser (which is an affiliate on the terms set forth in the Offer. For purposes of the General Partner) with Offer, the Limited Partner's correct taxpayer identification number by completing Purchaser will be deemed to have accepted for payment pursuant to this Offer, and thereby purchased, Properly Tendered Units if, as and when the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions Purchaser gives written notice to the Assignment Partnership or its Transfer Agent of Partnership Interest the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and Section 6subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made and transmitted directly to Unit Holders whose Units have been accepted for payment.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer procedures described above will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it if not to be in proper form or if the acceptance of of, or payment for those for, the Units tendered may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Unitholder (whether or not similar defects or irregularities are waived in the case of other Unitholders), and the Purchaser's interpretation of the terms and conditions of the Offer (including the Agreement of Assignment of Partnership Interest and Transfer and the Instructions thereto) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of the General Partner), the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax WithholdingA tender of Units pursuant to any of the procedures described above will constitute a binding agreement between the tendering Unitholder and the Purchaser upon the terms and subject to the conditions of the Offer, including the tendering Unitholder's representation and warranty that (i) such Unitholder owns the Units being tendered within the meaning of Rule 14e-4 under the Exchange Act and (ii) the tender of such Units complies with Rule 14e-4. To prevent Rule 14e-4 requires, in general, that a tendering security holder will actually be able to deliver the possible application security subject to the tender offer, and is of backup federal income tax withholding concern particularly to any Unitholders who have granted options to sell or purchase the Units, hold option rights to acquire such securities, maintain "short" positions in the Units (i.e., have borrowed the Units) or have loaned the Units to a short seller. Because of 31% the nature of limited partnership interests, the Purchaser believes it is unlikely that any option trading or short selling activity exists with respect to payment the Units. In any event, a Unitholder will be deemed to tender Units in compliance with Rule 14e-4 and the Offer if the holder is the record owner of the Purchase Price, each tendering Limited Partner must provide Units and the Purchaser (which is an affiliate holder delivers the Units pursuant to the terms of the General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included Offer or uses any other method permitted in the Assignment of Partnership Interest. See the Instructions to the Assignment of Partnership Interest and Section 6Offer.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretion, which determination shall be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment Letter of Partnership Interest Transmittal and the Instructions thereto) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Purchaser (which is an affiliate of the General Partner)Purchaser, the Information Agent, the Depositary Agent or any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 31% with respect to payment of the Purchase Price, each tendering Limited Partner must provide the Purchaser (which is an affiliate of the General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment Letter of Partnership InterestTransmittal. See the Instructions to the Assignment Letter of Transmittal and Section 6. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership Interest liabilities allocable to each Unit purchased, each tendering Limited Partner must complete the FIRPTA Affidavit included in the Letter of Transmittal certifying the Limited Partner's taxpayer identification number and address and that such Limited Partner is not a foreign person. See the Instructions to the Letter of Transmittal and Section 6.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to about the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall will be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited PartnerUnits. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment Letter of Partnership Interest and the Instructions theretoTransmittal) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of the General Partner), the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent A tender of Units pursuant to the possible application of backup federal income tax withholding of 31% with respect to procedure described above and the acceptance for payment of such Units will constitute a binding agreement between the Purchase Price, each tendering Limited Partner must provide Unit Holder and the Purchaser (which is an affiliate on the terms set forth in the Offer. For purposes of the General Partner) with Offer, the Limited Partner's correct taxpayer identification number by completing Purchaser will be deemed to have accepted for payment pursuant to this Offer, and thereby purchased, Properly Tendered Units if, as and when the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions Purchaser gives written notice to the Assignment Partnership or its Transfer Agent of Partnership Interest the Purchaser's acceptance of those Units for payment pursuant to the Offer. Upon the terms and Section 6subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made and transmitted directly to Unit Holders whose Units have been accepted for payment.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall be final and bindingbinding on all parties. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited Partner. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment of Partnership Interest and the Instructions theretoInterest) will be final and bindingbinding on all parties. No tender of Units will be deemed to have been validly made unless and until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of the General Partner), the Information AgentPurchaser, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent the possible application of backup federal income tax withholding of 31% with respect to payment of the Purchase Price, each a tendering Limited Partner must provide the Purchaser (which is an affiliate of the General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment of Partnership Interest. See Section 6 ("Certain Federal Income Tax Matters") and the Instructions to the Assignment of Partnership Interest. FIRPTA Withholding. To prevent the withholding of federal income tax in an amount equal to 10% of the amount of the Purchase Price plus Partnership liabilities allocable to each Unit purchased, each tendering Limited Partner must complete the FIRPTA Affidavit included in the Assignment of Partnership Interest certifying the Limited Partner's taxpayer identification number and address and that the Limited Partner is not a foreign person. See Section 66 ("Certain Federal Income Tax Matters") and the Instructions to the Assignment of Partnership Interest.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to about the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner), in its sole discretionPurchaser, which determination shall will be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited PartnerUnits. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Assignment Letter of Partnership Interest and the Instructions theretoTransmittal) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of the General Partner), the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax Withholding. To prevent A tender of Units pursuant to the possible application of backup federal income tax withholding of 31% with respect to procedure described above and the acceptance for payment of such Units will constitute a binding agreement between the Purchase Price, each tendering Limited Partner must provide Unit holder and the Purchaser (which is an affiliate on the terms set forth in the Offer. For purposes of the General Partner) with Offer, the Limited Partner's correct taxpayer identification number by completing Purchaser will be deemed to have accepted for payment pursuant to this Offer, and thereby purchased, properly tendered Units if, as and when the Substitute Form W-9 included in the Assignment of Partnership Interest. See the Instructions Purchaser gives written notice to the Assignment Partnership or its Transfer Agent of Partnership Interest the Purchaser’s acceptance of those Units for payment pursuant to the Offer. Upon the terms and Section 6subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made and transmitted directly to Unit holders whose Units have been accepted for payment.

Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to about the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units pursuant to the Offer will be determined by the Purchaser (which is an affiliate of the General Partner)Purchaser, in its sole discretion, which determination shall will be final and binding. The Purchaser (which is an affiliate of the General Partner) reserves the absolute right to reject any or all tenders of any particular Units determined by it not to be in proper form or if the acceptance of or payment for those Units may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser (which is an affiliate of the General Partner) also reserves the absolute right to waive or amend any of the conditions of the Offer that it is legally permitted to waive as to the tender of any particular Units and to waive any defect or irregularity in any tender with respect to any particular Units of any particular Limited PartnerUnits. The Purchaser's interpretation of the terms and conditions of the Offer (including the Assignment Letter of Partnership Interest and the Instructions theretoTransmittal) will be final and binding. No tender of Units will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Neither the Purchaser (which is an affiliate of Purchaser, ARV, the General Partner)Financial Advisor, the Information Agent, the Depositary or nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any Units or will incur any liability for failure to give any such notification. Backup Federal Income Tax WithholdingA tender of Units pursuant to the procedure described above and the acceptance for payment of such Units will constitute a binding agreement between the tendering Unitholder and the Purchaser on the terms set forth in the Offer. To prevent For purposes of the possible application Offer, the Purchaser will be deemed to have accepted for payment pursuant to this Offer, and thereby purchased, validly tendered Units if, as and when the Purchaser gives oral or written notice to the Depositary of backup federal income tax withholding the Purchaser's acceptance of 31% with respect those Units for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Units accepted for payment pursuant to the Offer will be made by deposit of the Purchase PricePrice therefor with the Depositary, each which will act as agent for tendering Limited Partner must provide Unitholders for the purpose of receiving payments from the Purchaser (which is an affiliate of the General Partner) with the Limited Partner's correct taxpayer identification number by completing the Substitute Form W-9 included in the Assignment of Partnership Interestand transmitting those payments to Unitholders whose Units have been accepted for payment. See the Instructions to the Assignment of Partnership Interest and Section 65.