Tax Status of Company. So long as the Company has only one member, the Company shall be disregarded as an entity separate from the Member as provided in Treasury Regulation Section 301.7701-3(b), as hereafter amended or supplemented.
Tax Status of Company. Each of Company and its Members agree to treat the Company as a partnership for U.S. tax purposes, and to take no position or make any election inconsistent with this treatment on its respective U.S. federal, state and local tax returns and related correspondences with any taxing authority, unless required to do so by applicable law.
Tax Status of Company. Cause a material risk, in the opinion of independent reputable tax counsel (whose fees and disbursements shall be paid by the assignee), which counsel has been reasonably approved by the Manager of the Company, that the classification of the Company as a partnership for purposes of the Code could be adversely affected;
Tax Status of Company. The Company shall be taxed as a partnership for tax purposes and shall be a disregarded entity while there is only one Member.
Tax Status of Company. The parties intend that the Company shall be treated as a partnership for federal and state income tax purposes at any time that the Company has more than one Member.
Tax Status of Company. It is the intention of the parties hereto that the Company be treated as a partnership for federal income tax purposes within the meaning of Section 7701(a)(2) of the Code and the Treasury Regulations promulgated thereunder. Neither the Manager nor any Member shall file the election under Treasury Regulations Section 301.7701-3 to be classified as a corporation for federal income tax purposes.
Tax Status of Company. So long as the Company has one Member for Federal income tax purposes, the Company shall be disregarded for Federal and state income tax purposes.
Tax Status of Company. As of the date of this Agreement, (a) the Company is a disregarded entity for U.S. federal income tax purposes; (b) no Class B Units are outstanding as of the date of this Agreement; and (c) no potential recipient of Class B Units shall be treated as a partner of the Company for applicable Tax purposes until Class B Units are actually issued to such recipient. Notwithstanding anything in this Agreement to the contrary, any initial determinations with respect to Capital Accounts, Gross Asset Value, and any other determinations necessary to comply with the Code or Regulations as they relate to the taxation of partnerships shall be made only after the Company is taxed as a partnership for U.S. federal income tax purposes. [Signature Page Follows] [FORM OF SIGNATURE PAGE] DATED AS OF: JULY 1, 2018 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BLUE MOUNTAIN MIDSTREAM LLC IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Second Amended and Restated Limited Liability Company Operating Agreement of BLUE MOUNTAIN MIDSTREAM LLC, dated as of July 1, 2018, to be duly executed as of the date first above written. [NAME OF MEMBER] By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Address for Notices: 000 Xxxxxx, Suite 1400 Houston, TX 77002 Attention: Xxxxxxx X. Xxxxx Phone: 000-000-0000 Fax: 000-000-0000 E-mail: xxxxxx@xxxxxxxxxx.xxx DATED AS OF: JULY 1, 2018 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BLUE MOUNTAIN MIDSTREAM LLC IN WITNESS WHEREOF, the undersigned has caused this counter-part signature page to the Second Amended and Restated Limited Liability Company Operating Agreement of BLUE MOUNTAIN MIDSTREAM LLC, dated as of July 1, 2018, to be duly executed as of the date first above written. LINN ENERGY HOLDCO II LLC By: Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and General Counsel Address for Notices: 000 Xxxxxx, Suite 1400 Houston, TX 77002 Attention: Xxxxx Xxxxxxxx Phone: 000-000-0000 Fax: 000-000-0000 E-mail: xxxxxxxxx@xxxxxxxxxx.xxx DATED AS OF: JULY 1, 2018 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BLUE MOUNTAIN MIDSTREAM LLC IN WITNESS WHEREOF, the undersigned has caused this counter-part signature page to the Second Amended and Restated Limited Liability Company Operating Agreement of BLUE MOUNTAIN MIDSTREAM LLC, dated as ...
Tax Status of Company. The Company and the Members intend for the Company to be treated as a partnership for federal and state income tax purposes, and this Agreement may not be construed to suggest otherwise. Notwithstanding such tax classification, the Members do not intend that the Company be treated as a partnership for other purposes including, without limitation, state law purposes, and no Member shall be considered or determined a partner or joint venturer of any other Member as a consequence of this Agreement. Without limitation no Member or Manager shall be liable under a judgment decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company.
Tax Status of Company. In entering this Agreement, it is the intention of the Investor Member and the Administrative Member to form and operate the Company as a partnership for federal income tax purposes. The Administrative Member shall take or cause the Company to take any and all reasonable steps that shall be deemed necessary by counsel to the Company to assure that the Company shall at all times be classified as a partnership for federal income tax purposes.
