Entity Classification Sample Clauses
The Entity Classification clause defines how parties to an agreement are categorized for legal, regulatory, or contractual purposes. This clause typically specifies whether an entity is considered, for example, a corporation, partnership, or individual, and may require parties to provide documentation or representations confirming their status. By clearly establishing each party's classification, the clause ensures compliance with relevant laws and regulations, and helps determine the rights, obligations, and liabilities applicable to each entity under the contract.
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Entity Classification. Section 4.16(o) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of the current and former entity classifications of each Subsidiary of the Company for U.S. federal income Tax purposes.
Entity Classification. Such Transfer will not cause the Company to be classified as an entity other than a partnership (or cause the Company to be treated as a publicly traded partnership) for purposes of the Code.
Entity Classification. For U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from its owner within the meaning of Treasury Regulation §301.7701-3 and shall not make an election to be classified as a corporation.
Entity Classification. It is the intention of the Partners that the Partnership be treated as a partnership for income tax purposes. The Tax Matters Partner is authorized to make a protective election to be treated as a partnership for federal income tax purposes on IRS Form 8832, Entity Classification Election, in the manner described under § 301.7701-3(c) of the Treasury Regulations. By executing this Agreement, each of the Partners hereby consents to any election made by the Tax Matters Partner for the Partnership to be treated as a partnership for United States federal income tax purposes.
Entity Classification. (a) ACRC Seller will be either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes.
(b) Guarantor will continue to qualify as a REIT.
Entity Classification. Neither the Company nor any Member shall file or cause to be filed any election, the effect of which would be to cause the Company to be classified as other than a partnership for Federal income tax purposes, without the prior written consent of all Members. Authorized Units Authorized Profits Interest Units Total Authorized Units On date 1, Founder A contributes $5,000 to LLC for ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇ contributes $5,000 to LLC for 40 Common Units, ▇▇▇▇ enters into a license for 10 Common Units, and 10 Profit Interest Units are issued to Service Provider. The initial Capital Account balances of the Members are as follows: Founder A: $4,500 40 Common Units Founder B: $4,500 40 Common Units ▇▇▇▇: $1,000 10 Common Units Service Provider: $0 10 Profits Interest Units On date 2, a Triggering Event occurs. As a result of the Triggering Event, ▇▇▇▇ is entitled to receive an additional 10 Common Units under the ▇▇▇▇ License (the “Additional Issuance”). The fair market value of LLC immediately prior to the Additional Issuance is $100,000. The Capital Accounts of the Members are adjusted immediately before the Additional Issuance to $100,000 in accordance with Section 2.02 of Appendix A. After this adjustment (without taking into account additional Units issued to ▇▇▇▇ pursuant to the Additional Issuance) the Capital Account balances of the Members are: Founder A: $40,500 40 Common Units Founder B: $40,500 40 Common Units ▇▇▇▇: $10,000 10 Common Units Service Provider: $9,000 10 Profit Interest Units Pursuant to Section 7.3 of this Agreement, upon the Additional Issuance to ▇▇▇▇ of 10 Common Units, ▇▇▇▇’▇ aggregate Capital Account must equal 18.1818% of the aggregate Capital Account balances of all of the Members (i.e., 18.1818% x $100,000 = $18,181.82). Therefore, $8,181.82 of capital must be attributed to the new Common Units issued to ▇▇▇▇. As a result, after the issuances and adjustments described above, the Capital Account balances and Units of the Members are: Founder A: $36,863.64 40 Common Units Founder B: $36,863.64 40 Common Units ▇▇▇▇: $18,181.82 20 Common Units Service Provider: $8,090.91 10 Profit Interest Units $100,000 110 Units 1 Consideration will need to be given to Section 4.1 to make certain that it is properly coordinated with respect to particular Convertible Preferred Unit terms. In particular, this provision has been prepared with the expectation that the preferred member will not be entitled to roll over accrued preferred return into co...
Entity Classification. Neither the Company nor any Member shall file or cause to be filed any election, the effect of which would be to cause the Company to be classified as other than a partnership for federal income tax purposes, without the prior written consent of all Members.
Entity Classification. ACRC Seller is either a domestic partnership or a disregarded entity of a domestic corporation, in each case for U.S. federal income tax purposes.
Entity Classification. It is the intention of the Members that the Fund be treated as a partnership for income tax purposes. The Tax Matters Member is authorized to make a protective election to be treated as a partnership for federal income tax purposes on IRS Form 8832, Entity Classification Election, in the manner described under Section 301.7701-3(c) of the Treasury Regulations. By executing this Agreement, each of the Members hereby consents to any election made by the Tax Matters Member for the Fund to be treated as a partnership for federal income tax purposes.
Entity Classification. Such Disposition will not cause the Company to be classified as an entity other than a partnership (including a publicly traded partnership taxable as a corporation) for purposes of the Code.