Tax Acknowledgments. Each Partner that is a tax-exempt Person in the United States acknowledges that it is expected to be allocated “unrelated business taxable income” within the meaning of Sections 511-514 of the Code (“UBTI”) by the Partnership. Each Partner that is a foreign Person acknowledges that it is expected to be allocated income that is or is deemed to be effectively connected with a U.S. trade or business under the Code and the Treasury Regulations (“ECI”) by the Partnership. Neither the General Partner nor the Partnership shall be liable for the recognition of any UBTI or ECI by a Partner with respect to its Equity Interest, and each Partner acknowledges that some or all of its income and gains from or with respect to the Partnership may be UBTI or ECI.
Tax Acknowledgments. Transferor and Transferee further acknowledge each has consulted with their own attorney and tax and estate planning professionals regarding the transfer of the Transferred Units pursuant to the terms and conditions of this Agreement. Transferor and Transferee have each reviewed with its own tax advisors the federal, state, local and foreign tax consequences of the transfer of the Transferred Units and the vesting and settlement thereof, including but not limited to federal and applicable state gift taxes and compliance with Section 409A of the Code. Transferor and Transferee are each relying solely on such advisors and not on any statements or representations of the Company or any counsel, advisor or agent of the Company. Transferee and Transferor assume sole responsibility for the Tax Liability or other liability that arise as a result of the transfer of the Transferred Units under this Agreement, the settlement of the Transferred Units, or any other liability that arises as a result of the Transferred Units.
Tax Acknowledgments. Notwithstanding any other provision in this Agreement to the contrary, the Company (and each employee, representative, or other agent of the Company) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure. (signature pages follows)
