Formation; Partnership Status Sample Clauses

Formation; Partnership Status. The Company was organized on February 12, 2021 as a Delaware limited liability company by filing a Certificate of Formation with the Delaware Secretary of State. This Agreement sets forth the rights, powers, duties and obligations of the Company, its Unitholders, the Manager and officers (if any). To the extent that the rights, powers, duties and obligations of the Company or any Unitholder are different by reason of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the extent permitted by the Act. Certain defined terms used in this Agreement have the meanings given such terms in Article 15. Notwithstanding the foregoing, the Unitholders expressly agree that the Company shall at all times qualify as a Qualified Opportunity Fund and as a “partnership” for federal and state income tax purposes, and the Manager and the Unitholders agree to act at all times in conformity with this stated intention. Without limiting the foregoing, the Company can never have fewer than two (2) Unitholders or other holders of Units who are classified as “partners” for federal income tax purposes, and so, notwithstanding any other provision in this Agreement, no transfer of a Unit will be given effect if it would result in the Company having less than two (2) partners for federal income tax purposes. If necessary to effectuate the intention of this provision, the Manager may direct that a transfer be made into a trust, or to any other regarded entity, for the purpose of achieving both the economic objectives of a transfer and the preservation of partnership status for the Company, as the Manager may determine in his sole and absolute discretion. No Manager or Unitholder shall have authority to take any steps that would terminate the partnership status of the Company unless this Article 1 is expressly modified by a written agreement signed by the Manager and all Unitholders.