Common use of Taxation as Partnership Clause in Contracts

Taxation as Partnership. The Members intend and agree that the Company will be treated as a partnership for United States federal, state and local income tax purposes. Each Member and the Company agrees that it will not cause or permit the Company to: (i) be excluded from the provisions of Subchapter K of the Code, under Code Section 761, or otherwise, (ii) file the election under Regulations Section 301.7701-3 (or any successor provision) which would result in the Company being treated as an entity taxable as a corporation for federal, state or local tax purposes or (iii) do anything that would result in the Company not being treated as a “partnership” for United States federal and, as applicable, foreign, state and local income tax purposes. Each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Taxation as Partnership. The Members intend and agree that the Company will be treated as a partnership for United States federalfederal and, as applicable, foreign, state and local income tax purposes. Each Member and the Company agrees that it will not cause or permit the Company to: (i) be excluded from the provisions of Subchapter K of the Code, under Code Section 761, or otherwise, ; (ii) file the election under Treasury Regulations Section 301.7701-3 (or any successor provision) which would result in the Company being treated as an entity taxable as a corporation for federal, state or local tax purposes purposes; or (iii) do anything that would result in the Company not being treated as a “partnership” for United States federal and, as applicable, foreign, state and local income tax purposes. Each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. The Managing Member shall use reasonable efforts to cause the Company to be treated as a partnership for tax purposes.