Books and Records Tax Matters. (a) The Company books shall be maintained at the principal office of the Company. The books shall be closed and balanced as of December 31 each year.
(b) The tax returns of the Company shall be filed on the accrual method. The Manager shall cause the Company’s tax returns, including IRS Form 1065, to be timely prepared and filed. The Manager shall cause to be timely prepared and delivered to each Member the applicable Schedule K-1 for such Member (if any), together with such other information as such Member may reasonably request in connection with the preparation of his or her tax returns. No Member shall (i) treat, on such Member’s income tax returns, any item of income, gain, loss, deduction or credit relating to its interest in the Company in a manner inconsistent with the treatment of such Company item by the Company as reflected on the Schedule K-1 of such Member, or any other information statement furnished by the Company to such Member for use in preparing such Member’s income tax returns, or (ii) file any claim for refund relating to any such Company item based on, or which would result in, treatment inconsistent with the Company’s tax reporting.
(c) The tax matters partner (the “Tax Matters Member”) for purposes of Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) shall be the Manager. The Tax Matters Member shall determine the appropriate tax treatment of each item of income, gain, loss, deduction and credit of the Company. Each Member shall give prompt notice to the Tax Matters Member of any notices or other communications such Member receives concerning the Company from the Internal Revenue Service or any other tax authority. The Tax Matters Member may cause the Company to make all elections required or permitted to be made by the Company under the Code, in the manner that the Tax Matters Member determines will be most advantageous to all Members. The Company and each Member agree to comply with all requirements of any such elections made by the Tax Matters Member.
Books and Records Tax Matters. 54 9.2 Survival of Representations, Etc................................................... 54 9.3 Indemnification.................................................................... 55 9.4
Books and Records Tax Matters. (a) The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.
(b) For federal and applicable state and local income tax purposes, the Company shall be disregarded as an entity separate from the Member.
Books and Records Tax Matters. 9.01 Books, Records and Financial Statements 16 9.02 Tax Matters 17 10.01 Liability 18 10.02 Reliance 18 10.03 Indemnification 19 10.04 Expenses of Covered Persons 19 10.05 Coverage 19 10.06 Severability 20 10.07 Insurance 20 11.01 Preemptive Rights 20
Books and Records Tax Matters. (a) Seller agrees that it will cooperate with and make available to Buyer, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. All information received pursuant to this Section 10.2(a) shall be subject to the terms of Section 10.10 of this Agreement.
(b) Seller and Buyer shall each (i) provide the other Party with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to Liability for Taxes, (ii) retain and provide the other with any records or other information that may be reasonably necessary to such return, audit or examination, proceeding or determination, and (iii) provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any tax return of the other for any period. Without limiting the generality of the foregoing, Buyer and Seller shall each retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all tax returns, supporting work schedules, and other records or information that may be relevant to such returns for all tax periods or portions thereof ending on or before the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other Party with a reasonable opportunity to review and copy the same.
(c) Following the Closing Date, Seller shall pay promptly when due all of the debts and Liabilities of Seller, including any Liability for Taxes, other Assumed Liabilities; provided, however, this covenant shall not -------- ------- apply to that portion (or all) of any debt that Seller is contesting in good faith.
Books and Records Tax Matters. 11.1 At all times during the continuance of the Partnership, Opco GP shall keep or cause to be kept full and complete books of account in which shall be entered fully and accurately each transaction of the Partnership and the Underlying Partnership. All such books of account shall at all times be maintained at the principal office of the Partnership and shall be open to the inspection and examination of the Partners and their representatives on reasonable advance notice during normal business hours. Such books shall be kept on the accrual basis and on the basis of an accounting period consisting of a Fiscal Year.
11.2 The books of the Partnership and the Underlying Partnership shall be closed and balanced at the end of each Fiscal Year, and not later than April 1 of the following year, Opco GP shall furnish and distribute financial statements to OPCO LP, Oak Xxxx XX, Oak Xxxx XX, OHCMP and OHTE which shall reflect or include the results of the operations of the Partnership and the Underlying Partnership for such year, the unpaid balance due on all obligations of the Partnership and the Underlying Partnership, each Partner's share of the net profits or net losses of the Partnership, and the Partnership's share of the net profits or net losses of the Underlying Partnership, for financial accounting purposes, each Partner's distributive share of all tax items of the Partnership, an income and expense statement with respect to each Hotel Interest owned by the Underlying Partnership, a statement of Capital Improvements made with respect to each such Hotel Interest, all other relevant information for federal income tax purposes and for the purposes of any state and local taxes applicable to any Partner, and any other information customarily reflected in financial statements prepared in accordance with
Books and Records Tax Matters. Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all books and records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records, information or employees for any reasonable business purpose. The party requesting any such books and records, information or employees shall bear all of the out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such books and records, information or employees.
Books and Records Tax Matters. (a BOOKS AND RECORDS. Purchaser shall retain all Books and Records in the possession of Purchaser after the Closing Date relating to the operation of the Business prior to the Closing in accordance with all applicable records retention Regulations, including without limitation, all Environment Laws and occupational health and safety laws and regulations. Each party agrees that it shall cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any tax, environmental or occupational health and safety inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs and expenses (including without limitation attorneys' fees) reasonably incurred in connection with providing such Books and Records, information or employees. All information received pursuant to this Section 6.9(a) shall be treated as confidential and not disclosed to any person or entity other than the Representatives of Seller or Purchaser, as the case may be, who need to know such information in connection with the proceedings contemplated by this Section 6.9(a).
Books and Records Tax Matters. (a) DigitalQuake, National, Merger Sub and the Shareholders agree that so long as any Books and Records, to the extent that they pertain to the operations of DigitalQuake prior to the Closing Date, remain in existence and available, each party (at its expense) shall, upon prior notice, have the right to inspect and to make copies of the same at any time during business hours for any proper purpose.
(b) DigitalQuake shall have delivered to National, as agent for DigitalQuake, a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) and in form and substance reasonably acceptable to National along with written authorization for National to deliver such notice form to the Internal Revenue Service on behalf of DigitalQuake upon the Closing of the Merger.
(c) National covenants and agrees that in the event if or DigitalQuake receives any notice or inquiry from the Internal Revenue Service with respect to the characterization of any payments made under this Agreement or any Ancillary Agreement, National will give prompt written notice to the Shareholder Representative concerning such notice or inquiry.
Books and Records Tax Matters. (a) Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all books and records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records, information or employees for any reasonable business purpose. The party requesting any such books and records, information or employees shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such books and records, information or employees.
(b) The Buyer agrees to retain all records relating to the finances and Taxes of the Purchased Assets for all pre-Closing Tax periods until the expiration of the statutes of limitation (including any extensions thereof) for the taxable period or periods to which such
