Company Classification Clause Samples
Company Classification. The Members intend that the Company be treated as a “partnership” for U.S. federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy Code. Neither the Managers nor the Members may take any action inconsistent with the foregoing intent of the Parties. The Company is not a “partnership” for purposes of any state law partnership or limited partnership act, and the Members are not partners for the purpose of such acts.
Company Classification. The Members intend that, until such time, if any, as the Company is converted to a corporation in accordance with this Agreement, the Company always be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy Code. None of the Management Board, the Managers, or the Members may take any action inconsistent with the express intent of the parties hereto. The Company is not a “partnership” for purposes of the Utah General and Limited Liability Partnerships (Utah Code A▇▇. § 48-1-1 et seq.) or the Utah Revised Uniform Limited Partnership Act (Utah Code A▇▇. § 48-2a-101 et seq.) and the Members are not partners for the purposes of such provisions.
Company Classification. The Members intend that the Company always be operated as a corporation and in a manner consistent with its treatment REIT under the Code and REIT Rules for federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a partnership for purposes of Section 303 of Title 11 of the United States Code (relating to bankruptcy). The Members intend for the Company to qualify as a REIT under the relevant provisions of the Code. The Members intend for the Company to follow the REIT Rules in order to qualify as a REIT and to maintain such status for the life of the Company, once such status is realized. However, the foregoing sentence notwithstanding, the Manager, with consent of a majority of the Board may revoke or terminate the Company's REIT election/qualification in the event that the Board and the Manager determine that it is no longer in the Company's best interest to continue to qualify and operate as a REIT. The Company is not a partnership for purposes of any state law partnership act or limited partnership act and the Members are not partners for the purposes of such acts. ARTICLE III
Company Classification. In each case, since January 1, 2015, the Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code for federal and all relevant state income Tax purposes and S&D Coffee has been a validly electing qualified subchapter S subsidiary within the meaning of Section 1361 of the Code for federal and all relevant state income Tax purposes.
Company Classification. The Members intend that the Company always be operated as a not-for-profit entity. The Members intend that the Company always be operated in a manner consistent with its treatment as a "partnership" for federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a "partnership" for purposes of Section 303 of the Federal Bankruptcy Code. The Members may not take any action inconsistent with the express intent of the Parties to this Agreement. The Company is not a "partnership" for purposes of the Utah General and Limited Liability Partnerships (Utah Code ▇▇▇. Section 48-1-1 et seq), or the Utah Revised Uniform Limited Partnership Act (Utah Code ▇▇▇. Section 48-2a-101 et seq), or the Utah Uniform Limited Partnership Act (Utah Code ▇▇▇.), and the Members are not partners for the purposes of these provisions.
Company Classification. The Equity Owners intend that the Company always be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes. The Equity Owners also intend that the Company not be operated or treated as a “partnership” for any other purposes, including Section 303 of the Federal Bankruptcy Code. Neither the Manager nor the Equity Owners may take any action inconsistent with the express intent of the parties hereto.
Company Classification. The Members intend that the Company always be operated in a manner consistent with its treatment as a “partnership” for federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the Federal Bankruptcy Code. No Manager or Member shall take any action inconsistent with the express intent of the parties hereto. The Company is not a “partnership” for purposes of the Delaware Revised Uniform Partnership Act or the Delaware Uniform Limited Partnership Act and the Members are not partners for the purpose of such acts.
Company Classification. The Unitholders intend that the Company always be operated in a manner consistent with its treatment as a “partnership” for U.S. federal and applicable state and local income tax purposes. The Unitholders also intend that the Company not be operated or treated as a “partnership” for any other purposes, including Section 303 of the Federal Bankruptcy Code. Neither the Managers nor the Unitholders may take any action inconsistent with this express intent of the Unitholders.
Company Classification. Except with the prior written consent of all Members, for federal income tax purposes, the Company shall not elect under Treasury Regulation § 301.7701-3 or otherwise to be taxed other than as a partnership, nor shall the Company or any Member elect to exclude the Company from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law.