Tax Partnership Status. Beginning at the time when more than one Member holds a Percentage Interest pursuant to Section 5.1(b)(ii) of the Agreement, as further described in Paragraph 3.7 hereof and Revenue Ruling 99-5, it is understood and agreed that the Members intend to create a partnership for United States federal and state income tax purposes, and, unless otherwise agreed to hereafter by both Members, neither Member shall make an election to be, or have the arrangement evidenced hereby, excluded from the application of any provisions of Subchapter K of the Code, or any equivalent state income tax provision. It is understood and agreed that the Members intend to create a partnership for federal and state income tax purposes only (a “tax partnership”). The Manager shall file with the appropriate office of the Internal Revenue Service a partnership income tax return covering the Company and the Operations. The Members recognize that this Agreement may be subject to state income tax statutes. The Manager shall file with the appropriate offices of the state agencies any required partnership state income tax returns. Each Member agrees to furnish to the Manager any information it may have relating to the Company and the Operations as shall be required for proper preparation of such returns. The Manager shall furnish to the other Member for its review a copy of each proposed income tax return at least two weeks prior to the date the return is filed.
Tax Partnership Status. The General Partner agrees that it: (i) will not cause or permit the Partnership to elect to be excluded from the provisions of Subchapter K of the Code or to be treated as a corporation for federal income tax purposes; (ii) will cause the Partnership to make any election reasonably determined to be necessary or appropriate in order to ensure the treatment of the Partnership as a partnership for federal income tax purposes; (iii) will cause the Partnership to file any required tax returns in a manner consistent with its treatment as a partnership for federal income tax purposes; and (iv) has not taken, and will not take, any action that would be inconsistent with the treatment of the Partnership as a partnership for such purposes.
Tax Partnership Status. This Agreement shall constitute a partnership solely for Federal and certain state income tax purposes pursuant to the provisions of Exhibit "D" attached hereto, and all parties agree that the cost of outside preparation fees, if any, of the partnership return of income tax each year shall be charged to the Joint Account in accordance with the Accounting Procedure attached hereto as Exhibit "B". XVII.
