Partnership Tax Status. The Members intend that the Company shall be treated as a partnership for federal, state and local income tax purposes to the extent such treatment is available, and agree to take (or refrain from taking) such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent thereof.
Partnership Tax Status. The Partners intend that the Partnership shall be treated as a partnership for U.S. Federal, state and local income tax purposes and hereby agree, and authorize the Partnership and the Tax Matters Partner to take such actions (including the making of, or refraining from making, any relevant elections) to perfect such status. The Partners further intend that the provisions of sections 6221-6234 of the Code shall apply to the Partnership and intend that, if the circumstances so require, an election under section 6231(a)(1)(B)(ii) of the Code shall be made. The Board shall have authority to amend or supplement the provisions of this Section 6.4 from time to time, as it sees fit.
Partnership Tax Status. Notwithstanding anything in this Declaration to the contrary, neither the Trustees nor the Trust will take, or permit to be taken, any action that would result in the Trust being treated as an association taxable as a corporation (other than a corporation taxed as a “regulated investment company” pursuant to Subchapter M of the Code) or a “publicly traded partnership” taxable as a corporation for U.S. federal, and where applicable, state, local or foreign income tax purposes.
Partnership Tax Status. It is more likely than not that the Partnership will be treated as a partnership as defined in Sections 7701(a)(2) and 761(a) of the Code and not as an association taxable as a corporation, and that the Limited Partners will be subject to tax as partners pursuant to Sections 701-706 of the Code.
Partnership Tax Status. No Partner shall take any action that would result in the Partnership being treated other than as a partnership for federal income tax purposes.
Partnership Tax Status. The Members agree that the Company shall be classified as a partnership for U.S. federal and applicable state and local tax purposes, and the Members and the Company agree that they shall refrain from making any elections under the Treasury Regulations or other applicable Law, filing any tax returns or reports, and otherwise taking any actions, in each case, that are inconsistent with such classification. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the immediately preceding sentence.
Partnership Tax Status. The Borrower since its organization has been treated as a partnership within the meaning of Section 761(a) of the Internal Revenue Code for Federal income tax purposes and has not been and is not an entity subject to Federal or state income tax (other than state income taxes generally imposed on partnerships). Neither the Managing General Partner nor the Borrower has any knowledge of any inquiry or investigation by any Person (including, without limitation, the IRS) as to whether or not the Borrower is, or any claim or assertion by any Person (including, without limitation, the IRS) that the Borrower is not, a partnership for Federal or state income tax purposes or an entity subject to Federal or state income taxes (other than state income taxes generally imposed on partnerships).
Partnership Tax Status. In the event that the Board of Directors determines the Company should seek relief pursuant to Section 7704(e) of the Code to preserve the status of the Company as a partnership for U.S. federal (and applicable state) income tax purposes, the Company and each Shareholder shall agree to adjustments required by the tax authorities, and the Company shall pay such amounts as required by the tax authorities, to preserve the status of the Company as a partnership. In exercising its authority under this Agreement, the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any Shareholder of any action taken (or not taken) by it. To the fullest extent permitted by law, the Board of Directors and the Company shall not have any liability to a Shareholder for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by such Shareholder in connection with such decisions except to the extent set forth in Article 12.
Partnership Tax Status. Pursuant to Income Tax Regulation Section 301.7701-3(b), the Partnership shall be treated as a partnership for federal income tax purposes, and the tax treatment of the Partnership shall be governed by Subchapter K of the Code. No Partner shall take any action inconsistent with such treatment. The definitions contained herein relating to federal income tax matters should be read consistently with each provision of the Code and Regulations.
Partnership Tax Status. The Members agree that the Company shall be classified as a partnership for U.S. federal and applicable state and local tax purposes, and the Members and the Company agree that they shall refrain from making any elections under the Treasury Regulations or other applicable Law, filing any tax returns or reports, and otherwise taking any actions, in each case, that are inconsistent with such classification. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the immediately preceding sentence. For U.S. federal income and applicable state and local income tax purposes, the Company is intended to be a “continuation” of Vacasa in accordance with Section 708 of the Code, and the parties hereto agree that they shall file all tax returns and reports in a manner consistent with such intended treatment and refrain from taking any actions inconsistent therewith, unless otherwise required pursuant to a final determination of a taxing authority.
