4. Tax Treatment. The parties to this Agreement intend that, for United States federal income tax purposes, the contribution and assignment of the Contributed Interest shall be treated as a tax-deferred contribution under Section 721 of the Internal Revenue Code.
5. Representations. Each party hereto hereby represents and warrants that, with respect to itself, each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement:
a. Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or incorporation, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the performance by such party of its obligations under this Agreement require no further action or approval of its members, of its board of managers, its board of directors or of any other individuals, entities or governing bodies in order to constitute this Agreement as a binding and enforceable obligation of such party.
b. Neither the entry into nor the performance of, or compliance with, this Agreement by such party has resulted, or will result, in any violation of, or default under, or has resulted, or will result, in the acceleration of, any obligation under any existing articles of incorporation, bylaws, operating agreements, organizational documents, mortgages, indentures, lien agreements, notes, contracts, permits, judgments, decrees, orders, restrictive covenants, statutes, rules or regulations applicable to such party. With regard to the representations and warranties of Contributor only, Contributor has clear title to the Contributed Interest.
c. No authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of such party.
6. Further Acts and Assurances. Contributor and Transferee each covenant that they will take all necessary action to confirm the transactions contemplated hereby, including securing any necessary records of transfer and executing and delivering (or cause to be executed and delivered) all such agreements, instruments, certificates and other documents, and shall take (or cause to be taken) and do (or cause to be done) all things necessary, proper or advisable to consummate and make effective this Agreement.
7. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and may not be modified or amended except by instrument in writing signed by the parties hereto.
8. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.
9. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
