In addition, the social contracts of the Carlyle Holdings partnerships provide for cash distributions, which we call tax distributions, to the partners of these partnerships if our 100% subsidiaries, which are the complements of the Carlyle Holdings partnerships, find that the taxable income of the company concerned generates taxable income for its partners. Generally speaking, these distributions are calculated on the basis of our estimate of the net taxable income of the company concerned, which belongs to a partner, multiplied by an assumed tax rate corresponding to the highest effective effective tax rate of U.S. income tax imposed on a person or company established in New York, in New York (taking into account the non-deduction of certain A`s) 1999, the European Union`s Committee on Administration and Policy received the request of the Carlyle Holdings partnerships will only make tax distributions as time may be taken. The holder is an economic holder of a common unit who is a citizen or resident of the United States for the purposes of United States federal income tax (1); (2) a business (or any other business treated as a business for U.S. federal income tax purposes) founded or organized in or under the laws of the United States, a state, or the District of Columbia; (3) an estate whose income is subject to U.S. state income tax, regardless of its source, or (4) a trust subject to either the primary authority of a U.S. court that empowers one or more U.S. persons to control all essential decisions of the trust, or (B) has a valid election in accordance with applicable financial rules; to be treated as a person in the United States. A non-U.S. licensee is an incumbent (with the exception of a partnership) that is not a U.S. licensee.

Subject to the discussions presented in the following paragraph, a company will be treated as a partnership for the United States. Federal income tax is not a taxable unit and does not create a U.S. federal income tax. Instead, each partner is required to consider its attributable share of the partnership`s income, profit, loss, and deduction items in calculating its U.S. federal tax debt, whether or not cash distributions are made. Investors in our joint units will be the limited partners of The Carlyle Group L.P. Cash distributions through a partnership to a partner are generally not taxable unless the cash amount distributed to a partner exceeds the partner`s adjusted base in its partnership share. Where the partnership or subsidiary is or is subject to federal, state or local laws or regulations which, in determining our complement, present, at its discretion, a significant risk of erasure or forfeiture of ownership in which the partnership or subsidiary has an interest by reason of nationality, nationality or other related limited partner status: we may redeem the joint shares held by that limited partner at their current market price. In order to avoid cancellation or cancellation, our supplement may require any commander to offer information about their nationality, citizenship or status.

If, within 30 days of receipt of a request for information, a commander does not provide information on his or her nationality, nationality or any other associated status, or if our supplement, with the advice of the lawyer, finds, after receiving the information, that the commander is not a lawful citizen, the commander may be treated as a non-citizen-assignee. A non-citizen assignee does not have the right to direct the voting of his common units and cannot receive distributions in kind during our liquidation, but is entitled to the cash equivalent. .

What happens if the sale transaction only covers the company`s assets such as the customer list, real estate, equipment and machinery, as well as good business or good business, but not the entire business unit by selling the shares? An asset sale contract is a contract covering the sale and purchase of tangible and intangible assets of a business. The contract specifies the names of the seller and the buyer as well as the assertion that both have the rights and power of ownership to be involved in the transaction. If there are shareholders on both parties, they should also be mentioned in the contract with a statement that they fully agree with the transaction. The contract should list all the details of the transactions and discuss possible scenarios with the transfer of assets. All intangible assets should also be listed, including the following tangible assets: physical assets may be listed separately or mentioned in the agreement. These include office furniture, computers, literature, inventory, telephone installations, tools and equipment. The conditions of sale and the price should be indicated in the contract. A given language should be used in the simple aid purchase agreement, which talks about the buyer`s responsibility for liabilities that may be related to assets. If there are unpaid invoices with suppliers or sellers, it should be agreed, before the end of the sale, whether the buyer assumes the commitments.

The Seller may not occupy, manage, manage, operate, participate in the ownership, management or control of a business, or be related to the ownership, management or control of an enterprise within the geographic area __ within the geographic area ____ years from the date of signature of this Agreement. If seller violates or threatens to violate this section, buyer and/or company are entitled to an injunction and injunction that prevents seller from violating the provisions. Nothing in this Agreement shall prevent the Company from pursuing other available remedies in the event of infringement or imminent breach, including recovery of damages from seller. Suppose, for example, that you buy excavation machinery for your company from another company. If you`re selling or buying business assets, you need to have the right contract to make sure everything goes smoothly. This is called the asset sale agreement. The Other Asset Sale Documents subfolder contains additional documents to support the asset sale process. c. The content of a contract for the sale of assets includes the description of the assets, the purchase price, the conditions precedent of the transaction, the closing date, the obligations of the parties after the conclusion and the covenants of the parties. This agreement also contains timetables for a detailed description of the parties` assets and covenants.

The Asset Sale and Purchase Agreement differs from a sale and share purchase agreement because, in the event of a sale of shares, the buyer or investor acquires the shares of the company to which the assets belong, while the buyer acquires the assets of the company in a sale of assets. . . .