Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.
Entity Classification. Such Transfer will not cause the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership) for purposes of the Code.
Entity Classification. It is the intention of the Partners that the Partnership be treated as a partnership for income tax purposes. The Tax Matters Partner is authorized to make a protective election to be treated as a partnership for federal income tax purposes on IRS Form 8832, Entity Classification Election, in the manner described under § 301.7701-3(c) of the Treasury Regulations. By executing this Agreement, each of the Partners hereby consents to any election made by the Tax Matters Partner for the Partnership to be treated as a partnership for United States federal income tax purposes.
Entity Classification. Neither the Company nor any Member shall file or cause to be filed any election, the effect of which would be to cause the Company to be classified as other than a partnership for Federal income tax purposes, without the prior written consent of all Members. Authorized Units Authorized Profits Interest Units Total Authorized Units On date 1, Founder A contributes $5,000 to LLC for 00 Xxxxxx Xxxxx, Xxxxxxx X contributes $5,000 to LLC for 40 Common Units, XXXX enters into a license for 10 Common Units, and 10 Profit Interest Units are issued to Service Provider. The initial Capital Account balances of the Members are as follows: Founder A: $4,500 40 Common Units Founder B: $4,500 40 Common Units XXXX: $1,000 10 Common Units Service Provider: $0 10 Profits Interest Units On date 2, a Triggering Event occurs. As a result of the Triggering Event, XXXX is entitled to receive an additional 10 Common Units under the XXXX License (the “Additional Issuance”). The fair market value of LLC immediately prior to the Additional Issuance is $100,000. The Capital Accounts of the Members are adjusted immediately before the Additional Issuance to $100,000 in accordance with Section 2.02 of Appendix A. After this adjustment (without taking into account additional Units issued to XXXX pursuant to the Additional Issuance) the Capital Account balances of the Members are: Founder A: $40,500 40 Common Units Founder B: $40,500 40 Common Units XXXX: $10,000 10 Common Units Service Provider: $9,000 10 Profit Interest Units Pursuant to Section 7.3 of this Agreement, upon the Additional Issuance to XXXX of 10 Common Units, XXXX’x aggregate Capital Account must equal 18.1818% of the aggregate Capital Account balances of all of the Members (i.e., 18.1818% x $100,000 = $18,181.82). Therefore, $8,181.82 of capital must be attributed to the new Common Units issued to XXXX. As a result, after the issuances and adjustments described above, the Capital Account balances and Units of the Members are: Founder A: $36,863.64 40 Common Units Founder B: $36,863.64 40 Common Units XXXX: $18,181.82 20 Common Units Service Provider: $8,090.91 10 Profit Interest Units $100,000 110 Units 1 Consideration will need to be given to Section 4.1 to make certain that it is properly coordinated with respect to particular Convertible Preferred Unit terms. In particular, this provision has been prepared with the expectation that the preferred member will not be entitled to roll over accrued preferred return into co...
Entity Classification. Neither the Company nor any Member shall file or cause to be filed any election, the effect of which would be to cause the Company to be classified as other than a partnership for federal income tax purposes, without the prior written consent of all Members.
Entity Classification. (a) ACRC Seller will be either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes.
(b) Guarantor will continue to qualify as a REIT.
Entity Classification. It is the intention of the Members that the Fund be treated as a partnership for income tax purposes. The Tax Matters Member is authorized to make a protective election to be treated as a partnership for federal income tax purposes on IRS Form 8832, Entity Classification Election, in the manner described under Section 301.7701-3(c) of the Treasury Regulations. By executing this Agreement, each of the Members hereby consents to any election made by the Tax Matters Member for the Fund to be treated as a partnership for federal income tax purposes.
Entity Classification. Such Disposition will not cause the Company to be classified as an entity other than a partnership (including a publicly traded partnership taxable as a corporation) for purposes of the Code.
Entity Classification. The Company shall procure, and each Shareholder shall exercise its lawful powers and rights to procure, that:
(A) the Company will not take any action inconsistent with the treatment of the Company as a corporation for US federal income tax purposes and will not, except as provided below, elect to be treated as an entity other than a corporation for US federal income tax purposes;
(B) upon written notification by both of GS and Carlyle to the Company that one or more Group Companies should elect to be classified as a partnership or disregarded entity for US federal income tax purposes (an “Election”), the Company shall use its commercially reasonable efforts to make, or cause to be made, the relevant Election by filing or causing to be filed Internal Revenue Service (“IRS”) Form 8832 (or any successor form) with respect to the relevant Group Company or Group Companies; and
(C) the Company shall not permit any Election to be terminated or revoked without the written consent of both of GS and Carlyle.
Entity Classification. The Company and the Founder shall procure that the Company will not take any action inconsistent with the treatment of the Company as a corporation for US federal income tax purposes and will not, except as provided below, elect to be treated as an entity other than a corporation for US federal income tax purposes.
