Partnership for Tax Purposes. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that the Members and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.
Partnership for Tax Purposes. Unless otherwise required by applicable law, the Members hereby agree that the Company shall be treated as a partnership for tax purposes under U.S. federal, state and local income tax laws or other laws, and further agree not to take any position or any action or to make any election, in a tax return or otherwise, inconsistent herewith.
Partnership for Tax Purposes. The Partnership is, and at all times has been, properly treated as a partnership for Federal Income Tax purposes, and not as an "association" or "publicly traded partnership" taxable as a corporation. The foregoing representation shall survive Closing without being subject to the one year limitation.
Partnership for Tax Purposes. The Partners intend to treat the arrangement contemplated herein as a general partnership for tax purposes. Accordingly, all transactions contemplated by this Agreement shall be implemented in a manner that is consistent with such treatment.
Partnership for Tax Purposes. Tax Returns. The General Partner shall execute and file a U.S. Internal Revenue Service Form 8832 with an effective date as of the date of the formation of the Partnership, electing to classify the Partnership as a partnership pursuant to Treasury Regulations section 301.7701-3(a). The General Partner is hereby authorized to execute and file for all of the Partners such Form 8832 for all of the Partners and any comparable form or document required by any applicable state or local tax law for the Partnership to be classified as a partnership under such tax law. The Partnership shall make an election under Section 754 of the Code for the period including the date of the Closing. The General Partner is hereby authorized to execute and file all necessary documents to effect such election. The Partnership shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1
Partnership for Tax Purposes. Subject to Article XII, the Unitholders intend that the Company shall be treated as a partnership for federal and, to the extent applicable, state and local income tax purposes, and that each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. Without the consent of the holders of the Required Interest, the Company shall not make an election to be treated as a corporation for federal income tax purposes pursuant to Treasury Regulation Section 301.7701‑3 (or any successor regulation or provision) or, to the extent applicable, state or local income tax purposes. In the event that the Company is treated as a corporation for federal income tax purposes or, to the extent applicable, state or local income tax purposes, Section 4.2 and any other provisions of this Agreement inconsistent with such treatment shall be disregarded.
Partnership for Tax Purposes. The Managing General Partner shall take all actions necessary to assure that the Partnership will be treated as a partnership for federal and state income tax purposes and be governed by the applicable provisions of Subchapter K of Chapter 1 of the Code.
Partnership for Tax Purposes. Except to the extent otherwise required by applicable law (disregarding for this purpose any requirement that can be avoided through the filing of an election or similar administrative procedure), the Managing Member shall cause the Company to take the position that the Company is a “partnership” for U.S. federal, state and local income tax purposes and shall cause to be filed with the appropriate tax authorities any elections or other documents necessary to give due legal effect to such position. A Member shall not file (and each Member hereby represents that it has not filed) any income tax election or other document that is inconsistent with the Company’s position regarding its classification as a “partnership” for applicable federal, state and local income tax purposes. The Members expressly do not intend hereby to form a partnership except insofar as the Company may be treated as a partnership solely for tax purposes.
Partnership for Tax Purposes. The Company will be classified as a partnership for U.S. Federal income Tax and applicable state and local income Tax purposes, effective from the Effective Date, and neither the Company nor any Member shall take any action or position that is inconsistent with such classification. The Subsidiaries wholly owned by the Company will be treated as disregarded entities for U.S. Federal income Tax and applicable state and local income Tax purposes.
Partnership for Tax Purposes. The H/SIC Partnership is, and at all times has been, properly treated as a partnership for federal income tax purposes, and not as an "association" or "publicly traded partnership" taxable as a corporation.
