Common use of Tax Consequences to Contributor and its Partners Clause in Contracts

Tax Consequences to Contributor and its Partners. To the extent that the Contributor receives Preferred Partnership Units (as opposed to cash consideration pursuant to Section 6.4 or otherwise) in connection with the transfer of the Property to the Acquiror (i) such transfer will be characterized as a tax-free contribution to Acquiror by Contributor under Section 721 of the Code and (ii) for Contributor and those partners of Contributor who execute the Guaranty Agreement, will not result in the recognition of income or gain associated with the portion of any negative capital account balance allocable to the Preferred Partnership Units (as opposed to cash consideration) upon Closing of the contribution (to the extent that the aggregate negative capital account balance (as determined in accordance with Section 1.704-(1)(b)(2)(iv) of the Treasury Regulations) for which tax deferral is sought does not exceed the aggregate amount of debt that is guaranteed pursuant to the Guaranty Agreement).