Common use of No State Law Partnership; Tax Classification Clause in Contracts

No State Law Partnership; Tax Classification. The Members have formed the Company under the Act, and expressly intend that the Company not be a partnership (including a limited partnership) or joint venture. The Members do not intend to be partners or joint venturers with one another, or with any third party. Notwithstanding the foregoing, the Members intend for the Company to be treated as a partnership for federal income tax purposes under Regulations Section 301.7701-3 and analogous provisions of state and local tax Laws; accordingly, the Board of Managers shall not, and shall cause the Company not to, take any action, or fail to take any action, if the taking of or the failure to take, as the case may be, such action would cause the Company to be treated other than as a partnership for such purposes. CFS, as the original member of the Company, shall make an election pursuant to Regulations Section 301.7701-3(c) for the Company to be treated as an entity disregarded as separate from CFS for federal income tax purposes not later than the CHS Closing Date, with the Company consequently being treated as a partnership for federal income tax purposes as of the CHS Closing Date.

No State Law Partnership; Tax Classification. The Members have formed the Company under the Act, and expressly intend that the Company not be a partnership (including a limited partnership) or joint venture. The Members do not intend to be partners or joint venturers with one another, or with any third party. Notwithstanding the foregoing, the Members intend for the Company to be treated as a partnership for federal income tax purposes under Regulations Section 301.7701-3 and analogous provisions of state and local tax Laws; accordingly, the Board of Managers shall not, and shall cause the Company not to, take any action, or fail to take any action, if the taking of or the failure to take, as the case may be, such action would cause the Company to be treated other than as a partnership for such purposes. CFS, as the original member of the Company, shall make an election pursuant to Regulations Section 301.7701-3(c) for the Company to be treated as an entity disregarded as separate from CFS for federal income tax purposes not later than the CHS Closing Date, with the Company consequently being treated as a partnership for federal income tax purposes as of the CHS Closing Date.. 11.2