A Practice Note discussing the potential for buyers of partnership or LLC interests to inherit entity-level tax liabilities. This Note discusses the effect of tax classification of partnerships and LLCs on entity-level tax liability, the revised partnership audit rules applicable to US federal income tax audits of entities taxed as partnerships, imputed entity-level underpayments under these audit rules, special issues when an acquired partnership or LLC becomes a disregarded entity as a result of the acquisition, and contractual protections that buyers of partnership or LLC interests may use to protect themselves against inheriting entity-level tax liability.