Election to be Taxed as a Partnership Sample Clauses

Election to be Taxed as a Partnership. 5.1 For Federal income taxation purposes, the parties intend that all of the interest of the parties hereto shall be taxed pursuant to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code, or any similar state statute, and each of the parties hereto agrees to elect not to be excluded from the applicable of Subchapter K of the Code. In general, the Joint Venture will maintain its books and records for tax and accounting purposes and make allocations among the parties hereto in accordance with the guidelines set forth in Sections 5.2 and 5.3 below. 5.2 A separate Capital Account shall be maintained for each party to this Agreement as follows: (a) The Capital Account shall be (A) credited with the amount of cash and the fair market value of all property contributed to the Joint Venture by such Joint Venture, plus all income, gain, or profits of the Joint Venture allocated to such Joint Venture (including for purposes of this Section income and gain exempt from tax), and (B) debited with the sum of (I) all losses or deductions of the Joint Venture allocated to such Joint Venture, including for this purpose expenditures described in Sec.705(a) (2) (G) of the Code, and (ii) all cash and the fair market value of all other property distributed to such Joint Venture. (b) Notwithstanding anything to the contrary contained herein, the Capital Account shall be determined in all events solely in accordance with the rules set forth in Treasury Regulation Sec.1.704-1(b)(2)(iv) as the same may be amended or revised from time to time. To the extent that any provision of this Agreement is inconsistent with the requirements of Treasury Regulation Sec.1.704-1(b)(2)(iv), such Treasury Regulation shall control. Any references in this Agreement to the Capital Account shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. (c) For purposes of computing the amount of any item of income, gain, deduction, or loss to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition, and classification for Federal income tax purposes. 5.3 The parties agree to bear their respective proportional shares of any fees or expenses incurred in connection with the operations and management of the Joint Venture and the preparation and presentation of accounting and tax information returns for the parties to this Agreement.

Election to be Taxed as a Partnership. The Company shall elect to ------------------------------------- be taxed as a partnership for federal and state income tax purposes, effective not later than the date on which the Initial Member makes the capital contribution required by Section 2.5. At the request of the Manager, each ----------- Member shall cooperate with the Company in the filing of any election, certificate, form or other document intended to secure partnership tax status for the Company (including, without limitation, Form 8832 pursuant to Treasury Regulation 301.7701-3(c) and any corresponding state form, if required), including the execution by such Person of any such document.

Election to be Taxed as a Partnership. 5.1 For Federal income taxation purposes, the parties intend that all of the interest of the parties hereto shall be taxed pursuant to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code, or any similar state statute, and each of the parties hereto agrees to elect not to be excluded from the applicable of Subchapter K of the Code. In general, the Joint Venture will maintain its books and records for tax and accounting purposes and make allocations among the parties hereto in accordance with the guidelines set forth in Sections 5.2 and 5.3 below.

Election to be Taxed as a Partnership. The Company will be treated as a partnership for federal- and state-income tax purposes. The Manager may, however, cause the Company to elect to be treated as a corporation for federal- or state-income tax purposes.

Election to be Taxed as a Partnership. The Partners intend that the Partnership be taxed as a partnership for Federal income tax purposes. To the extent that the Code or the Regulations may now or hereafter require or permit such an election, the Partnership and the Partners hereby elect that the Partnership be taxed as a partnership. The Tax Matters Partner, and any other General Partner, are authorized and empowered to make all filings and do all other acts from time to time required or appropriate in order to make, reflect, perfect and continue in effect such election, and in their sole discretion comparable elections under State or other income tax laws and regulations.