Tax Character. The participation of Investor as a Member will not cause any part of the assets of the Company to be characterized as “tax-exempt use property” within the meaning of Section 168(h) of the Code and will not cause the Company to be an entity to which the provisions of Section 46(f) of the Code, as in effect on the day before the date of the enactment of the Revenue Reconciliation Act of 1990, applies.
Tax Character. Each Member covenants to the Company and each other Member that it is and will remain for federal income tax purposes a corporation (and not an “S-corporation”) that is not a Tax Exempt Entity, a partnership or a disregarded entity; provided, however, if, for federal income tax purposes, a Class B Member is a partnership or a disregarded entity, then each beneficial owner of such Class B Member (or if such beneficial owner is a partnership or disregarded entity, then each beneficial owner of such partnership or disregarded entity) is and will remain an individual or corporation (and not a “S-corporation”, partnership or disregarded entity) that is not a Tax Exempt Entity. The participation of such Member as a Member will not cause any part of the assets of the Company to be characterized as “tax-exempt use property” within the meaning of Section 168(h) of the Code and will not cause the Company to be an entity to which the provisions of Section 46(f) of the Code, as in effect on the day before the date of the enactment of the Revenue Reconciliation Act of 1990, applies.
Tax Character. Seller and Buyer agree that any payments ------------- pursuant to this Article X will be treated for federal and state income --------- tax purposes as adjustments to the purchase price of the Shares, and that they will report such payments on all Tax Returns consistently with such characterization.
Tax Character. The Company is a “disregarded entity” for federal income tax purposes. No elections have been or will be filed with the IRS to treat the Company as an association taxable as a corporation.
Tax Character. The Project Company is, and since its respective date of formation has been, a “disregarded entity” for federal and other applicable income tax purposes. Immediately prior to the Initial Funding only, the Company is a “disregarded entity” for federal and other applicable income tax purposes. Immediately prior to the Initial Funding, Clean Technologies is a “disregarded entity” for federal and other applicable income tax purposes that is wholly-owned by Bloom, which is a corporation for federal and other applicable income tax purposes. No elections have been filed with the IRS to treat Clean Technologies, the Company or the Project Company as an association. No private letter ruling will be obtained for the transactions contemplated hereunder from the IRS.
Tax Character. The parties agree that any payments made to IEP pursuant to this Article VIII will be treated for federal and state income tax purposes as a tax-free contribution to IEP in exchange for the Exchange Units under Code Section 721(a) and no party, on a Tax Return or otherwise, shall, except to the extent required by Law, take any position inconsistent with such treatment.
Tax Character. Seller and Purchaser agree that any payments pursuant to this Article VI will be treated for federal and state income tax purposes as adjustments to the purchase price of the Notes, and that they will report such payments on all Tax Returns consistently with such characterization.
Tax Character. Each of Issuer and NGP I is a “disregarded entity” or a partnership for federal income tax purposes and has been such an entity since its formation. No elections have been filed with the IRS to treat either Issuer or NGP I as a corporation for federal income tax purposes.
Tax Character. (i) Each of the Project Company and MWCI is a “disregarded entity” for U.S. federal income tax purposes prior to the Effective Date. No elections have been filed with the IRS to treat the Company, MWCI or the Project Company or any subsidiary thereof as an association taxable as a corporation for U.S. federal income tax purposes. None of the assets of the Project Company are tax-exempt use property within the meaning of Section 168(h) of the Code (assuming that Investor is not a tax-exempt entity and that each of the Fixed Tax Assumptions listed in (b) through (g) of the definition thereof is accurate). NHC and Holdings are not tax-exempt entities within the meaning of Section 168(h) of the Code.
(ii) Since its formation and until the Effective Date NHC and Holdings have legally owned their respective Membership Interests in the Company.
(iii) Holdings and NHC have made valid elections to be taxed as corporations for U.S. federal income tax purposes, effective on or before August 31, 2009.
Tax Character. The Company shall be treated as a disregarded entity for federal income tax purposes.
