Common use of Tax Returns; Partnership Status; Elections Clause in Contracts

Tax Returns; Partnership Status; Elections. (a) Except as otherwise provided, the General Partner shall cause to be prepared and filed all necessary federal, state and local tax returns for the Partnership and reports as may be required as a result of the business of the Partnership. (b) The Partnership intends to be classified as a partnership for federal and state income tax purposes. No election shall be made by the Partnership or by any Partner to cause the Partnership to be treated as an association taxable as a corporation for federal or state income tax purposes or to be excluded from the application of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of the Code or from any similar provisions of any state laws. (c) To the extent provided for in Treasury Regulations, revenue rulings, revenue procedures and/or other Internal Revenue Service guidance issued after the date hereof, the Partnership is hereby authorized and directed to elect a safe harbor under which the fair market value of any units issued for services (the “Service Units”) granted after the effective date of such Treasury Regulations (or other guidance) will be treated as equal to the liquidation value of such Service Units (i.e., a value equal to the total amount that would be distributed under Section 13.2(d), with respect to such units in a Hypothetical Liquidation occurring immediately after the issuance of such Service Units and assuming for purposes of such Hypothetical Liquidation that all assets of the Partnership are sold for their fair market values instead of their book values). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, the Partnership and each Partner hereby agree to comply with all safe harbor requirements with respect to transfers of the Service Units while the safe harbor election remains effective. (d) Each Partner agrees not to file any tax return or other statement materially inconsistent with either (i) the Forms 1065 and related state income tax returns as filed by the Partnership for each Fiscal Year, or (ii) the form of the transactions contemplated by this Agreement and any related documents executed by the Partners or the Partnership as provided herein, unless required to do so as a result of adjustments to the Partnership’s tax returns required pursuant to a final nonappealable administrative judicial proceeding. (e) Except as otherwise provided herein, the General Partner shall, subject to the approval of the Board of Directors, determine whether to make any other available tax election.

Tax Returns; Partnership Status; Elections. (a) Except as otherwise provided, the General Partner shall cause to be prepared and filed all necessary federal, state and local tax returns for the Partnership and reports as may be required as a result of the business of the Partnership. (b) The Partnership intends to be classified as a partnership for federal and state income tax purposes. No election shall be made by the Partnership or by any Partner to cause the Partnership to be treated as an association taxable as a corporation for federal or state income tax purposes or to be excluded from the application of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of the Code or from any similar provisions of any state laws. (c) To the extent provided for in Treasury Regulations, revenue rulings, revenue procedures and/or other Internal Revenue Service guidance issued after the date hereof, the Partnership is hereby authorized and directed to elect a safe harbor under which the fair market value of any units issued for services (the “"Service Units”") granted after the effective date of such Treasury Regulations (or other guidance) will be treated as equal to the liquidation value of such Service Units (i.e., a value equal to the total amount that would be distributed under Section 13.2(d), with respect to such units in a Hypothetical Liquidation occurring immediately after the issuance of such Service Units and assuming for purposes of such Hypothetical Liquidation that all assets of the Partnership are sold for their fair market values instead of their book values). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, the Partnership and each Partner hereby agree to comply with all safe harbor requirements with respect to transfers of the Service Units while the safe harbor election remains effective. (d) Each Partner agrees not to file any tax return or other statement materially inconsistent with either (i) the Forms 1065 and related state income tax returns as filed by the Partnership for each Fiscal Year, or (ii) the form of the transactions contemplated by this Agreement and any related documents executed by the Partners or the Partnership as provided herein, unless required to do so as a result of adjustments to the Partnership’s tax returns required pursuant to a final nonappealable administrative judicial proceeding. (e) Except as otherwise provided herein, the General Partner shall, subject to the approval of the Board of Directors, determine whether to make any other available tax election.