Common use of Formation of Tax Partnership; No Partnership for any Other Purpose Clause in Contracts

Formation of Tax Partnership; No Partnership for any Other Purpose. This Agreement and its attachments are not intended and shall not be construed to create a joint venture or other partnership (general, limited, or otherwise) or association or to render the Parties hereto liable as partners. Each of the Parties hereto hereby agrees that this Agreement creates a partnership for United States federal and State income tax purposes only, which Tax Partnership shall be deemed to own the Designated Property and shall function and exist as set forth in Exhibit D attached hereto, which is hereby incorporated by reference for all purposes of this Agreement. Furthermore, each of the Parties agrees that it shall not make an election for the Tax Partnership to be excluded from the application of the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code (“Subchapter K”) or any similar provisions of applicable state law; provided, however, that each Participant acknowledges that CWEI may currently be, or may become in the future, party to an Operating Agreement relating to one or more of the Leases and/or Xxxxx that requires each party thereto to make an election to be excluded from the application of the provisions of Subchapter K and authorizes CWEI to make such elections in the future on behalf of the Tax Partnership (as an entity) if necessary to comply with the applicable Operating Agreement.

Formation of Tax Partnership; No Partnership for any Other Purpose. This Agreement and its attachments are not intended and shall not be construed to create a joint venture or other partnership (general, limited, or otherwise) or association or to render the Parties hereto liable as partners. Each of the Parties hereto hereby agrees that this Agreement creates a partnership for United States federal and State income tax purposes only, which Tax Partnership shall be deemed to own the Designated Property and shall function and exist as set forth in Exhibit D attached hereto, which is hereby incorporated by reference for all purposes of this Agreement. Furthermore, each of the Parties agrees that it shall not make an election for the Tax Partnership to be excluded from the application of the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code (“Subchapter K”) or any similar provisions of applicable state law; provided, however, that each Participant acknowledges that CWEI may currently be, or may become in the future, party to an Operating Agreement relating to one or more of the Leases and/or Xxxxx Wxxxx that requires each party thereto to make an election to be excluded from the application of the provisions of Subchapter K and authorizes CWEI to make such elections in the future on behalf of the Tax Partnership (as an entity) if necessary to comply with the applicable Operating Agreement.