There are cases where the IRS can look behind the form chosen by the parties and redefine the transaction. Such a case is one where the refund appears to be funded by the contribution of a remaining member to the LLC. Another is that the interests of the remaining members do not increase pro-rata after the transaction. In these circumstances, a rebutted presumption of a disguised sale may appear under Section 707 of the IRC. In order to avoid unintended consequences, counsel should carefully consider all relevant facts and circumstances, including the CLL`s cash situation, when structuring the transaction. 7.1 Compensation by the cashing partner. The limited partner acquiring hereby undertakes to engage the partnership (and in relation to the clause (v), LXP and its partners, to defend, release and compensate members, executives, directors, employees, representatives, successors and beneficiaries of the assignment of and against and against claims, damages, damages, losses, costs or expenses (including reasonable legal costs) to the extent that they result from damages , liability, loss, expense or expense resulting from gross negligence or intentional misconduct in the partnership like my life, LXP, one of their related companies or their respective partners, members, executives, directors, employees and agents: (i) any failure on the part of the partner of the limited company to fulfill its obligations or obligations under this agreement; (ii) any inaccuracy or violation of any of the assurances or guarantees of the partner of the union limited to the partnership contained in this agreement; (iii) ownership of the Limited Partner in LP`s shares in the period prior to the entry into force of this agreement, including tax, taxes, expenses or other taxes, which were determined prior to the entry into force of this agreement as due and payable to a public body or other third party; (iv) ownership of the Limited Partner company that acquired it in the withdrawal issue and after this agreement came into force; and (v) one of the guarantee maintenance obligations that will not be incurred until after this agreement comes into force.