Classification for Tax Purposes. Notwithstanding anything contained herein to the contrary, the Member and the Board of Managers recognize and intend that, for federal income tax purposes, the Member shall constitute the single owner of the Company and the Company shall constitute an entity with a single owner, which for federal income tax purposes is disregarded as an entity separate from the Member in accordance with Section 301.7701-3(b)(1)(ii) of the Treasury Regulations. The Member and the Board of Managers will not make any election or take any action which would cause the Company to be classified as an association, a corporation or a partnership for federal income tax purposes.
Classification for Tax Purposes. For tax purposes, the Company is treated as an entity disregarded as separate from its owner. The Company shall not make an election to be treated as an association taxable as a corporation for Federal income tax purposes pursuant to Treasury Regulation § 301.7701 3.
Classification for Tax Purposes. The Members intend for the Company to be treated as a partnership for purposes of federal income taxes, but not for any other purposes.
Classification for Tax Purposes. The Members hereby acknowledge their intention that the Company be classified, for federal and state income tax purposes, as a partnership and not as an association taxable as a corporation, pursuant to Section 7701(a)(2) of the Code, and agree that the provisions of this Agreement shall be construed in a manner to give full effect to such intent. Upon the promulgation of final Treasury Regulations pertaining to the classification of business entities in accordance with Notice 95-14, 1995-1 C.B. 297, the Management Committee shall, on behalf of the Company and with the advice of tax counsel, elect to treat the Company as a "partnership" for federal income tax purposes.
Classification for Tax Purposes. The Members hereby acknowledge their intention that the Company be classified, for federal and state income tax purposes, as a partnership and not as an association taxable as a corporation, pursuant to Section 7701(a)(2) of the Code, and agree that the provisions of this Agreement shall be construed in a manner to give full effect to such intent.
Classification for Tax Purposes. It is the express intention of the Members that the Company lack the corporate characteristics of continuity of life, centralized management and free transferability of interests (as those terms are defined and utilized in Treas. Reg. (S) 301.7701-2) and, therefore, be classified as a partnership for purposes of Federal income taxation and not as an association taxable as a corporation. It is the further intention of the Members that this Agreement be interpreted and applied accordingly.
Classification for Tax Purposes. The Partners hereby acknowledge their intention that the Partnership be classified as a partnership (other than a “publicly traded partnership”) and not as an association taxable as a corporation for U.S. federal and state income tax purposes. Each Partner, by its execution or acceptance of this Agreement, covenants and agrees that, to the extent such Partner files any U.S. federal and state income tax or other U.S. tax return, such Partner will file such returns in a manner that is consistent with the Partnership’s tax classification as a partnership (other than a “publicly traded partnership”) for U.S. federal and state income tax purposes and will not take any action or make any election which is inconsistent with the classification of the Partnership, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Notwithstanding anything to the contrary in this Agreement, this Agreement does not intend to create obligations for any Partner for U.S. federal and state tax purposes unless such Partner is considered as a U.S. person or is otherwise subject to tax under U.S. federal or state tax Law. For Mexican tax purposes, the Partnership will be treated as a corporation.
Classification for Tax Purposes. The Members hereby acknowledge their intention that the Company be classified, for federal and state income tax purposes, as a partnership (and not as an association taxable as a corporation) pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder, and hereby agree that the provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. Each Member further agrees not to make or consent to an election to treat the Company as a corporation, and to execute and deliver such further agreements or instruments and do, or cause to be done, such further acts and things, as may be reasonably necessary, in the opinion of the majority of the Board of Managers and counsel to the Company, to cause the Company to be classified as a partnership for federal income tax purposes. Upon advice of counsel and subject to the approval of the majority of the Board of Managers, this Agreement or the Certificate of Organization may be amended from time to time to make such amendments which are necessary or advisable to ensure (i) the classification of the Company as a partnership for federal and state income tax purposes, and (ii) the limited liability of the Members (in their capacity as such); provided that any such amendments (x) shall be in writing, (y) shall not reduce the rights of any Member that has not consented to the amendment to receive distributions from the Company and (z) shall be delivered to each Member and to each assignee of a Member who has not been admitted as a Member.
Classification for Tax Purposes. Unless the Board unanimously ------------------------------- determines otherwise, the Partnership shall maintain its classification as a partnership for tax purposes, rather than as an association taxable as a corporation, and no Partner or Board Member shall take any action or make any election inconsistent with the foregoing.
Classification for Tax Purposes. It is the Members' intention that from and after the date of this Agreement the Company will be treated as a disregarded entity for federal and state tax purposes. Consequently, the Company may not make an election under Section 301.7701-3(c) of the Treasury Regulations (and corresponding provisions of state law) to be classified as an association taxable as a corporation.
