Common use of Tax Characterization and Returns Clause in Contracts

Tax Characterization and Returns. It is the intention of the Member that, solely for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.

Appears in 2 contracts

Samples: Purchase Agreement (Chefford Master Manufacturing Co Inc), Limited Liability Company Agreement (Chefford Master Manufacturing Co Inc)

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Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Directv Merchandising Inc), Limited Liability Company Agreement (Directv Customer Services Inc)

Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate Articles of Formation Organization and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (DIRECTV Programming Holdings I, Inc.), Limited Liability Company Operating Agreement (Directv Customer Services Inc)

Tax Characterization and Returns. It is the intention of the Initial Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member Members for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that such tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.

Appears in 2 contracts

Samples: Operating Agreement, Limited Liability Company Agreement (Catalog Resources, Inc.)

Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Managing Member is hereby authorized to file any necessary elections elections, and shall be required to file any necessary tax returns, on behalf of the Company with any such tax authorities.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)

Tax Characterization and Returns. It is the intention of the Member that, solely for federal income tax and all relevant state tax purposes, Members that the Company be disregarded as an entity separate from its sole Member for U.S. federal income tax purposes (and corresponding provisions of relevant state and local income and franchise tax law) and that the assets, liabilities and activities of the Company be deemed to be the assets, liabilities and activities of the Member Members for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.ARTICLE 4

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jefferies Group LLC)

Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s 's Certificate of Formation and this Agreement are to be construed so as to preserve that such tax status. The Member is hereby authorized to file any necessary elections with any tax authorities.

Appears in 1 contract

Samples: Operating Agreement

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Tax Characterization and Returns. It is the intention of the Member that, solely for federal income tax and all relevant state tax purposes, that the Company be disregarded as an entity separate from its sole Member for federal and all relevant or applicable state tax purposes and that the activities of (and all tax matters regarding) the Company be deemed to be the activities of (and tax matters regarding) the Member for such purposes. All provisions of the Company’s Certificate of Formation Articles and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

Appears in 1 contract

Samples: Operating Agreement (Motorsport Gaming Us LLC)

Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state income tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate Articles of Formation Organization and this Agreement are to be construed so as to preserve that tax status. The Member Board of Governors is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

Appears in 1 contract

Samples: Operating Agreement (C2 Utility Contractors LLC)

Tax Characterization and Returns. It is the intention of the Member that, solely that the Company be disregarded for federal income tax and all relevant state tax purposes, the Company be disregarded as an entity separate from its sole Member purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections elections, and shall be required to file any necessary tax returns, on behalf of the Company with any such tax authorities.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)

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