Accounting Methods; Elections Sample Clauses

Accounting Methods; Elections. The Board of Managers shall determine the accounting methods and conventions to be used in the preparation of the Company’s tax returns and, subject to Section 7.05 below, shall make any and all elections under the tax Laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company’s tax returns; provided, however, that the Tax Matters Member shall determine, in its reasonable discretion, all calculations and allocations with respect to any adjustment under Sections 734(b) and 743(b) of the Code. The Board of Managers shall not take any tax position, make or change any tax election or otherwise take any action in connection with the Company’s tax matters that could reasonably be expected to be materially adverse to any Preferred Member (including, without limitation, any material reduction of such Preferred Member’s return on its Preferred Interest) without the consent of such Preferred Member which consent shall not be unreasonably withheld, delayed or conditioned.

Accounting Methods; Elections. The Board shall cause LuxCo to determine the accounting methods and conventions to be used in the preparation of LuxCo’s tax returns and shall cause LuxCo to make any and all elections under the tax laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of LuxCo, or any other method or procedure related to the preparation of LuxCo’s tax returns, in each case, for any period prior to the Effective Time; provided, however, that the Company shall elect to be classified as an association taxable as a corporation pursuant to United States Treasury Regulations Section 301.7701-3(a) for United States federal and applicable state and local income tax purposes, and none of the Board, the Shareholders or LuxCo shall take any action inconsistent therewith.

Accounting Methods; Elections. The Board shall determine the accounting methods and conventions to be used in the preparation of the Beethoven Tax Partnership’s tax returns and shall cause the Beethoven Tax Partnership to make any and all elections under the tax laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Beethoven Tax Partnership, or any other method or procedure related to the preparation of the Beethoven Tax Partnership’s tax returns. At the request of either of the BCSS Member or the Warner Member, the Board shall cause the Beethoven Tax Partnership and each of the Beethoven Entities to maintain an election under Section 754 of the Code (and a corresponding election under state and local law). Each Member agrees to provide the Beethoven Entities with any information reasonably necessary for the Beethoven Tax Partnership to comply with Section 734, Section 743 or Section 754 of the Code.

Accounting Methods; Elections. The Tax Matters Member shall determine the accounting methods and conventions to be used in the preparation of the Company's tax returns and shall make any and all elections under the tax laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company's tax returns. The Tax Matters Member may not, however, cause the Company to be treated other than as a partnership for Federal income tax purposes.