Partnership Tax Treatment Sample Clauses
Partnership Tax Treatment. It is the intention of the Members that the Company be treated as a partnership for Federal, state and local income tax purposes, and the Interest Holders shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment.
Partnership Tax Treatment. The Members intend for the Company to be treated as a partnership for federal income tax purposes and no election to the contrary shall be made.
Partnership Tax Treatment. The Partners intend for the Partnership to be treated as a partnership for U.S. federal income tax purposes and no election to the contrary shall be made unless the General Partner in its sole discretion determines that other treatment or election is in the best interests of the Partnership.
Partnership Tax Treatment. The Partners intend for the Partnership to be treated as a partnership for United States federal income tax purposes and no election to the contrary shall be made. In the event any Private Vehicle is registered under the 1940 Act, the Partnership shall not make an election pursuant to Section 1278(b) of the Code.
Partnership Tax Treatment. The Members intend that the Company be treated as a partnership for federal, state and local income tax purposes and the Company and each Member shall file all tax returns on the basis consistent therewith. Specifically, the Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture and that no Interest Holder shall be a partner or joint venturer of any other Interest Holder for any purposes other than federal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.
Partnership Tax Treatment. The Members expect and intend that the LLC shall be treated as a partnership for all federal income tax purposes and each Member and the Managers agree that they (i) will elect to be taxed as a partnership under applicable Treasury Regulations; and (ii) will not on any federal, state, local or other tax return take a position, and shall not otherwise assert a position, inconsistent with such expectation and intent.
Partnership Tax Treatment. Each Member acknowledges that it understands and intends that the arrangement created hereunder is a partnership for federal (and applicable state and local) income tax purposes and that it intends and expects to be treated as a partner thereof for such purposes. The Members agree that, unless otherwise required by appropriate tax authorities, neither the Company nor any Member shall file or cause to be filed annual returns, reports or other forms inconsistent with such stated intent. No election to treat the Company other than as a partnership for federal income tax purposes or any relevant state or local tax purposes shall be made by or on behalf of the Company or any Member.
Partnership Tax Treatment. Each Party understands, acknowledges and agrees that to the extent the Parties are sharing Net Profits/Net Losses pursuant to Section 5.1.1 with respect to the Development and Commercialization of the Product then a partnership for United States income tax purposes is formed between the Parties (the “Tax Partnership”). The Parties further agree and acknowledge that, for U.S. federal income tax purposes, the Tax Partnership commenced upon the effective date of the Joint Commercialization Agreement (the “Tax Partnership Formation Date”). The Parties intend that for U.S. federal (and applicable state) income tax purposes, each of Genmab and SGI shall be treated as having contributed property of equal value to the Tax Partnership on the Tax Partnership Formation Date (such value to be determined by mutual agreement of the Parties) in a transaction intended to qualify for non- recognition treatment under Section 721(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Tax Code”). The Parties further acknowledge and agree that the Royalty Payments provided for under Section 5.2 shall not be treated as contributions to or distributions from the Tax Partnership, but shall be treated by the Parties as payments made outside of the Tax Partnership (by SGI to Genmab not in their capacity as Partners in the Tax Partnership). The Tax Partnership shall be governed and operated in accordance with the rights and obligations set forth in Schedule 5.
Partnership Tax Treatment. The Operating Partnership and each of the Partnership Subsidiaries is properly treated as a partnership for U.S. federal income tax purposes and not as a “publicly traded partnership.”
Partnership Tax Treatment. At all times since its formation, the Company has been classified as a partnership or disregarded entity for United States federal Tax purposes.