Epstein Secrets

ckup withholding rules, 31% of the gross proceeds payable to a stockholder or ot=er payee pursuant to the Offer must be withheld and remitted to the United Sta=es Treasury, unless the stockholder or other payee provides his or her taxpaye= identification number (employer identification number or social sec

to their customers. 16. Miscellaneous. The Offer is not being made to, nor will the Company accept tenders from, holders of Shares in any state of the United States or any foreign jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such state or foreign jurisdict

nt to the Offer. This discussion is based upon the Internal Revenue C=de of 1986, as amended to the date hereof (the "Code"), existing and=proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described her=in and could be m

with instructions provided to the General Partner by such Limited Partner) shall cause the Partnership or the General Partner to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist

artnership described in Section 705(a)(2)(B) of the Code (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Section 704(b) of the Code) shall be treated as a deductible expense; (d) The amount of any adjustment to the Carrying Value of any Partne

with instructions provided to the General Partner by such Limited Partner) shall cause the Partnership or the General Partner to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist

artnership described in Section 705(a)(2)(B) of the Code (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Section 704(b) of the Code) shall be treated as a deductible expense; (d) The amount of any adjustment to the Carrying Value of any Partne

or cause to be prepared the Partnership's annual and quarterly financial statements) in accordance with generally accepted accounting principles in the United States consistently applied and in accordance with the terms of this Agreement. Such books shall be maintained, for the duration of the Partnership and for

ant to Section 4.2 shall be excluded from the determination of Net Profit or Net Loss. "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c). "Non-Participating Partners" shall have the meaning assigned to it in Section 3.2(b). "Non-Voting Interest"

ension fund" is any trust, corporation, or other organization or arrangement (A) which is created or organized under the law of a country other than the United States, (B) which is established to provide retirement or pension benefits to participants or beneficiaries that are S-16 EFTA00595864 current or former

tances, such basis may be transferred to a related person, or it may be lost entirely. However, notwithstanding the foregoing, the IRS has proposed Treasury Regulations that would require the basis reduction associated with a redemption that is taxed as a distribution to be applied on a "share-by-share" basis, whic

cipal Place of Business and Registered Offices. The principal place of business of the Fund is 262 West 38th Street, Suite 507, New York, NY 10018, United States. The Fund may from time to time change its principal place of business and may establish additional places of business when and where required by

enultimate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provis