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from the Internal Revenue Service regarding the
tax consequences of the abandonment of certain
interests in one of the Partnerships by one of
the Investors (the “abandonment issue”).
Investors shall be responsible for submitting
the request for a determination letter or private
letter ruling and shall bear the cost of filing
that request. Trustee agrees to cooperate with
Investors and their attorneys in connection with
the filing of the request, and Investors agree to
keep Trustee apprised as to the status of the
request.
11. Trustee and Investors agree that
Trustee shall file federal and state income tax
returns for the partnerships consistent with any
determination letter or private letter ruling
issued by the Internal Revenue Service regardless
of whether that determination letter or ruling
concludes that the abandonment of the Partnership
interests by certain of the Investors gives rise
to capital gain to the abandoning partners
(Investors).
12. Except as provided in paragraph 12
hereof, with respect to the filing of a motion
under 11 U.S.C. � 505(b), Trustee and Investors
agree that Trustee shall have no responsibility,
including no financial responsibility, with
respect to a Partnership audit proceeding which
deals with the abandonment issue, including any
administrative or judicial appeals of an adverse
“final partnership administrative adjustment”
dealing with the abandonment issue. Trustee
also shall have no responsibility for appealing
or contesting any Internal Revenue Service
determination letter or ruling dealing with the
abandonment issue which is adverse to the
Investors.
13. Trustee and Investors agree that in the
event that the Internal Revenue Service declines
to issue a determination letter or ruling on the
abandonment issue or Investors’ attorneys with-
draw the request after mutual agreement with the
Trustee, then Trustee shall prepare and file the
partnerships’ federal and state income tax
returns recognizing that the abandonments result
in the withdrawal of the abandoning partners from
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