Partnership Provisions. The Partners acknowledge that, as of the date of this Agreement, the Partnership is a Disregarded Entity of the General Partner and will remain disregarded until such time as a Person other than the General Partner or a Disregarded Entity thereof acquires an equity interest in the Partnership, at which point the Partnership would become a partnership for U.S. federal income tax purposes. Accordingly, notwithstanding anything to the contrary in this Agreement, the provisions of this Agreement that (i) relate to the maintenance of Capital Accounts, (ii) reference or apply the provisions of Subchapter K of the Code, or (iii) otherwise are, in the General Partner's determination, not relevant to the Partnership for so long as it is a Disregarded Entity shall, in each case, apply only if and to the extent the Partnership becomes a partnership for U.S. federal income tax purposes, in each case, as determined by the General Partner in its sole and absolute discretion.
Partnership Provisions. The Partners acknowledge that, as of the date of this Agreement, the Partnership is a disregarded entity of the Special Limited Partner for U.S. federal income tax purposes and will remain disregarded until such time as a Person other than the Special Limited Partner or a disregarded entity (including a QRS) thereof acquires an equity interest in the Partnership, at which point the Partnership would become a partnership for U.S. federal income tax purposes. Accordingly, notwithstanding anything to the contrary in this Agreement, the provisions of this Agreement that (i) relate to the maintenance of Capital Accounts, (ii) reference or apply the provisions of Subchapter K of the Code, or (iii) otherwise are, in the General Partner’s determination, not relevant to the Partnership for so long as it is a disregarded entity shall, in each case, apply only if and to the extent the Partnership becomes a partnership for U.S. federal income tax purposes.
Partnership Provisions. This clause applies if you enter into this Agreement as a partnership. Each partner signing this Agreement represents and warrants that they have power and authority to enter into this Agreement for the partnership and perform their obligations under this Agreement. Each partner of the partnership is liable to us as a separate, independent, principal and personal obligation, whether or not we may recover any sum from the partnership assets. You must tell us immediately if the partnership is dissolved, and if this occurs (to the extent permitted by law) then each partner must act in relation to the administration of the partnership assets in the manner (if any) reasonably directed by us. A retiring partner is not discharged from any liability to us as a result of an agreement between the then existing partners, and the obligations of a retiring partner to us are not affected by anything which might otherwise affect them at law or in equity (other than actions taken by us with the specific and express purpose of varying, waiving or terminating an obligation of the retiring partner).
Partnership Provisions
