Common use of Tax Character Clause in Contracts

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. Each Member covenants to the Company and each other Member that it is and will remain for federal income tax purposes either a corporation (and not an “S-corporation”) that is not a Tax Exempt Entity, a partnership Entity 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.