U.S. Tax Classification. The Partners intend for the Partnership to be treated as a partnership for United States federal income tax purposes and no election to the contrary shall be made.
U.S. Tax Classification. Each Subsidiary is or prior to Closing will be classified for United States federal income tax purposes as an entity disregarded as separate from Seller pursuant to Treas. Reg. Sections 301.7701-2 and 301.7701-3. Neither Seller nor the Subsidiaries will take any action to change the U.S. federal income tax classification of either of the Subsidiaries.
U.S. Tax Classification. (a) The Company shall be classified as a partnership for U.S. federal income tax purposes. Neither the Company nor any Member shall take any action so as to cause the Company to be treated as an association taxable as a corporation for U.S. federal income tax purposes.
(b) The Managing Member shall use reasonable efforts not to take any action that could cause any Member (i) to be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes as a result of such Member’s investment in the Company; or (ii) to have any tax filing obligations in any non-U.S. jurisdiction, other than any non-U.S. jurisdiction under the laws of which such Member is organized. The Company shall use commercially reasonable efforts not to undertake activities that would cause any Member to realize “unrelated business taxable income” within the meaning of Section 512 of the Code solely as a result of such activities.
(c) The Managing Member shall cause the Company to provide each Member with such information as is necessary for such Member to meet its U.S. tax filing obligations.
(d) The Company shall separately identify each block of Newly Issued Securities or Other Securities it acquires so as to keep the holding period of such Newly Issued Securities or Other Securities distinct from each other block of securities for federal income tax purposes.
U.S. Tax Classification. The Company is intended to be classified and treated as an association taxable as a corporation for U.S. tax purposes. If necessary to ensure such classification, the Investors shall cooperate to cause the Company to timely execute and file United States Internal Revenue Form 8832 electing to treat the Company as a corporation for U.S. Federal income tax purposes pursuant to Section 301.7701-3 of the U.S. Treasury Regulations. In connection therewith, each of the Investors hereby consent to such election and agrees to cooperate to effect such election. The Company shall furnish a copy of such Form 8832 as requested by an Investor promptly after the filing thereof. The Company shall not elect to be treated as anything other than an association taxable as a corporation for U.S. federal, state or local income tax purposes under U.S. Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law, without the prior written consent of all the Investors.
U.S. Tax Classification. Each of the Companies are classified for United States federal income tax purposes as a disregarded entity pursuant to Treas. Reg. Section 301.7701-3. Neither the Vendor nor any of the Companies will take any action to change the U.S. federal income tax classification of any of the Companies.
U.S. Tax Classification. Tundra Corp is or prior to Closing will be classified for United States federal income tax purposes as an entity disregarded as separate from Seller pursuant to Treas. Reg. Sections 301.7701-2 and 301.7701-3. Neither Seller nor Tundra Corp will take any action to change the U.S. federal income tax classification of Tundra Corp.
U.S. Tax Classification. Canadian LP is classified as a partnership for U.S. federal income tax purposes.
U.S. Tax Classification. Igloo Corp is or prior to Closing will be classified for United States federal income tax purposes as an entity disregarded as separate from Seller pursuant to Treas. Reg. Sections 301.7701-2 and 301.7701-3. Neither Seller nor Igloo Corp will take any action to change the U.S. federal income tax classification of Igloo Corp.
U.S. Tax Classification. Seadrill T-15 has elected or prior to Closing will elect to be classified for United States federal income tax purposes as an entity disregarded as separate from Seller on a properly-completed Form 8832 filed with the Internal Revenue Service. This election has been or will be made with an effective date prior to Closing. Once this election has been made, neither Seller nor Seadrill T-15 will take any action to change the U.S. federal income tax classification of Seadrill T-15 from an entity disregarded as separate from Seller.
U.S. Tax Classification. Subject to the Code and the applicable Treasury Regulations, the Members shall have the exclusive authority to make any and all elections regarding the Company’s classification for U.S. federal and state income tax purposes; provided however, that if the Members determine to change the Company’s classification, the Company and the Members shall amend this Agreement to incorporate any provisions that are necessary or appropriate to reflect such change in classification.
