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.
Appears in 6 contracts
Samples: Limited Liability Company, Purchase Agreement, Limited Liability Company Agreement
