Partnership for Tax Purposes. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and that the Members 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.
Partnership for Tax Purposes. Unless otherwise required by applicable law, the Members hereby agree that the Company shall be treated as a partnership for tax purposes under U.S. federal, state and local income tax laws or other laws, and further agree not to take any position or any action or to make any election, in a tax return or otherwise, inconsistent herewith.
Partnership for Tax Purposes. The Partnership is, and at all times has been, properly treated as a partnership for Federal Income Tax purposes, and not as an "association" or "publicly traded partnership" taxable as a corporation. The foregoing representation shall survive Closing without being subject to the one year limitation.
Partnership for Tax Purposes. The Partners intend to treat the arrangement contemplated herein as a general partnership for tax purposes. Accordingly, all transactions contemplated by this Agreement shall be implemented in a manner that is consistent with such treatment. 14.2
Partnership for Tax Purposes. Tax Returns. The General Partner shall execute and file a U.S. Internal Revenue Service Form 8832 with an effective date as of the date of the formation of the Partnership, electing to classify the Partnership as a partnership pursuant to Treasury Regulations section 301.7701-3(a). The General Partner is hereby authorized to execute and file for all of the Partners such Form 8832 for all of the Partners and any comparable form or document required by any applicable state or local tax law for the Partnership to be classified as a partnership under such tax law. The Partnership shall make an election under Section 754 of the Code for the period including the date of the Closing. The General Partner is hereby authorized to execute and file all necessary documents to effect such election. The Partnership shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law. The Partnership shall not participate in the establishment of an "established securities market" (within the meaning of section 1.7704-1(b) of the Treasury Regulations) or a "secondary market or the substantial equivalent thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Partnership thereon.
Partnership for Tax Purposes. The Managing General Partner shall take all actions necessary to assure that the Partnership will be treated as a partnership for federal and state income tax purposes and be governed by the applicable provisions of Subchapter K of Chapter 1 of the Code.
Partnership for Tax Purposes. The Company shall not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations Section 301.7701-3(a) or under any corresponding provision of state or local law. Except as contemplated by Section 10.5, the Company shall not participate in the establishment of an “established securities market” (within the meaning of Section 1.7704-1(b) of the Treasury Regulations) or a “secondary market or the substantial equivalent thereof” (within the meaning of Section 1.7704-1(c) of the Treasury Regulations) or, in either case, the inclusion of interests in the Company thereon. The LFNY Contribution and the distribution of Interests in the Company to certain Class B Members as part of a liquidating distribution in respect of their membership interests in Lazard shall be treated for U.S. federal income tax purposes as an “assets-over” division of Lazard under Section 1.708-1(d)(3) of the Treasury Regulations (the “Division”) and the Company and Lazard shall report the Division accordingly. To the extent permitted by law, the Division shall be treated by the Company and Lazard for income tax purposes as not giving rise to any income, gain, loss or deduction to such former members of Lazard or to Lazard or any continuing members of Lazard under any provision of U.S. federal, state, local or non-U.S. tax law, including but not limited to Sections 721, 731 and 751 of the Code.
Partnership for Tax Purposes. The Partners agree that the Partnership will be treated as a partnership for purposes of United States federal, state and local income tax laws and further agree not to take any position or any action or to make any election (or cause the Partnership to make any election) inconsistent with such treatment. The Partnership shall not file any election pursuant to Treasury Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Partnership shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.
Partnership for Tax Purposes. This Agreement and the sharing arrangement hereunder shall be treated as creating a partnership between the Parties solely and exclusively for federal and applicable state and local income tax purposes. All income, gains, losses, expenses, deductions and credits with respect to the Investments shall be allocated among the Parties for income tax purposes in a manner that appropriately reflects the distribution entitlements and payment obligations set forth in Section 3, and to the extent affected thereby, Section 4, above, and RTS shall be the “tax matters partner” (as defined in Section 6231 of the United States Internal Revenue Code of 1986, as amended) and shall file, or cause to be filed, all partnership tax returns and reports required to be filed with respect to this Agreement (including annual Internal Revenue Service Form K-1s). RTS and Xxxxxx shall reimburse the “tax matters partner,” upon request, for such Party’s pro rata share of all costs and expenses incurred by the “tax matters partner” with respect to the obligations of the “tax matters partner” under this Section 7. All such tax returns shall designate this Agreement and the sharing arrangement hereunder as the “Proton Center Investment Joint Venture.” In accordance with the foregoing, the Parties will have all of the rights to inspect the books and records related to the Transaction that would normally be accorded to a partner in such a partnership under Delaware law.
Partnership for Tax Purposes. The Company will be classified as a partnership for U.S. Federal income Tax and applicable state and local income Tax purposes, effective from the Effective Date, and neither the Company nor any Member shall take any action or position that is inconsistent with such classification. The Subsidiaries wholly owned by the Company will be treated as disregarded entities for U.S. Federal income Tax and applicable state and local income Tax purposes.
