Common use of Tax Characterization and Returns Clause in Contracts

Tax Characterization and Returns. If, at any time, two or more persons or entities hold equity interests in the LLC for federal income tax purposes (i) it is the intention of the LLC to be treated as a “partnership” for federal and all relevant state tax purposes and (ii) the LLC will be treated as a “partnership” for federal and all relevant state tax purposes and shall make all available elections to be so treated. Until such time, however, it is the intention of the Member that the LLC be disregarded for federal and all relevant state tax purposes and that the activities of the LLC be deemed to be activities of the Member for such purposes. All provisions of the LLC’s certificate of formation and this Agreement are to be construed so as to preserve that tax status under those circumstances.

Tax Characterization and Returns. If, at any time, two or more persons or entities hold equity interests in the LLC for federal income tax lax purposes (i) it is the intention of the LLC to be treated as a “partnership” for federal and all relevant state tax purposes and (ii) the LLC will be treated as a “partnership” for federal and all relevant state tax purposes and shall make all available elections to be so treated. Until such time, however, it is the intention of the Member that the LLC be disregarded for federal and all relevant state tax purposes and that the activities of the LLC be deemed to be activities of the Member for such purposes. All provisions of the LLC’s certificate of formation and this Agreement are to be construed so as to preserve that tax status under those circumstances.