Common use of Unvested Common Units Clause in Contracts

Unvested Common Units. Unvested Common Units shall be subject to the terms of the MI Plan and applicable Management Rollover Agreements, and the General Partner shall have sole and absolute discretion to interpret and administer the MI Plan and Management Rollover Agreements and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in accordance with this Agreement and the applicable Management Rollover Agreements. Except as set forth in Article 5, distributions shall not be made in respect of Unvested Common Units. Unvested Common Units that fail to vest and are forfeited by the applicable Management Limited Partner shall be cancelled by the Partnership (along with the Interest that such Unvested Common Units represent and the corresponding shares of Class B Common Stock) and shall no longer be entitled to any Distributions. The Partnership shall treat a Management Limited Partner holding an Unvested Common Unit as the owner of such Unit, and the Partnership shall file its IRS Form 1065, and the Partnership shall issue appropriate Schedule K-1s, if any, to such Management Limited Partner, allocating to such Management Limited Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such Unvested Common Unit as if it were fully vested. Each Management Limited Partner agrees to take into account such distributive share in computing its U.S. federal income tax liability for the entire period during which it holds any Unvested Common Unit. The Partnership and each Limited Partner agree not to claim a deduction (as wages, compensation or otherwise) for U.S. federal, state and local income tax purposes the fair market value of any Unvested Common Unit issued to a Management Limited Partner, whether at the time of grant of the Unit or at the time the Unit becomes a Vested Common Unit. Each recipient of an Unvested Common Unit (whether issued on or after the date hereof) agrees to timely and properly file an election under Section 83(b) of the Code with respect to each Unvested Common Unit and provide the General Partner with a copy of such election.