Common use of Tax Certificates Clause in Contracts

Tax Certificates. 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate. In addition, each Limited Partner or Assignee (or Beneficial Owner) agree to provide any additional information requested by the General Partner in order to allow the Partnership to comply with its U.S. federal income tax reporting obligations and its obligations under the “Foreign Account Tax Compliance Act” under Code Sections 1471-1474 (or any successor provisions) and any similar provision in any state and local or foreign law (including common reporting standards). In the case of any Limited Partner or Assignee (or Beneficial Owner) that is not a United States person and that is not a natural person, the required information to be provided by the Limited Partner or Assignee (or Beneficial Owner) will include information required by the applicable Tax Certificate or otherwise requested by the General Partner concerning its owners. 10.5.2 If a Limited Partner or Assignee (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) fails to provide the Partnership with a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the General Partner may request at any time and from time to time, that such Limited Partner or Assignee (or Beneficial Owner) shall, within 15 days after request (whether oral or written) therefore by the General Partner, furnish to the Partnership, a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1). If a Limited Partner or Assignee (or Beneficial Owner) fails to furnish to the General Partner within the aforementioned 15-day period such Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the Units owned by such Limited Partner or Assignee (or in the case of a Limited Partner or Assignee that holds Units on behalf of a Beneficial Owner, the Units held on behalf of the Beneficial Owner) shall be subject to redemption in accordance with the provisions of Article 10.6. 10.5.3 By its acceptance of a Limited Partner interest or beneficial interest therein, each Limited Partner or Assignee (or Beneficial Owner) waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Limited Partner or Assignee (or Beneficial Owner) provides, or has previously provided, to any broker or nominee through which it owns said interest, to the extent such representations, forms, documents or information may be necessary to enable the Partnership to comply with its withholding tax and backup withholding tax and information reporting obligations or to make basis adjustments under Section 754 of the Code with respect to the Units. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a said interest, a Limited Partner or Assignee (or Beneficial Owner), acknowledges and agrees that any broker or nominee through which it holds its Units shall be a third-party beneficiary to this Agreement for the purposes set forth in this Section 10.5.3.

Tax Certificates. 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate. In addition, each Limited Partner or Assignee (or Beneficial Owner) agree to provide any additional information requested by the General Partner in order to allow the Partnership to comply with its U.S. federal income tax reporting obligations and its obligations under the “Foreign Account Tax Compliance Act” under Code Sections 1471-1474 (or any successor provisions) and any similar provision in any state and local or foreign law (including common reporting standards). In the case of any Limited Partner or Assignee (or Beneficial Owner) that is not a United States person and that is not a natural person, the required information to be provided by the Limited Partner or Assignee (or Beneficial Owner) will include information required by the applicable Tax Certificate or otherwise requested by the General Partner concerning its owners. 10.5.2 If a Limited Partner or Assignee (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) fails to provide the Partnership with a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the General Partner may request at any time and from time to time, that such Limited Partner or Assignee (or Beneficial Owner) shall, within 15 days after request (whether oral or written) therefore by the General Partner, furnish to the Partnership, a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1). If a Limited Partner or Assignee (or Beneficial Owner) fails to furnish to the General Partner within the aforementioned 15-day period such Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the Units owned by such Limited Partner or Assignee (or in the case of a Limited Partner or Assignee that holds Units on behalf of a Beneficial Owner, the Units held on behalf of the Beneficial Owner) shall be subject to redemption in accordance with the provisions of Article 10.6. 10.5.3 By its acceptance of a Limited Partner interest or beneficial interest therein, each Limited Partner or Assignee (or Beneficial Owner) waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Limited Partner or Assignee (or Beneficial Owner) provides, or has previously provided, to any broker or nominee through which it owns said interest, to the extent such representations, forms, documents or information may be necessary to enable the Partnership to comply with its withholding tax and backup withholding tax and information reporting obligations or to make basis adjustments under Section 754 of the Code with respect to the Units. Furthermore, the parties hereto, and by its acceptance or acquisition of a beneficial interest in a said interest, a Limited Partner or Assignee (or Beneficial Owner), acknowledges and agrees that any broker or nominee through which it holds its Units shall be a third-party beneficiary to this Agreement for the purposes set forth in this Section 10.5.3.