Common use of Books and Records Tax Matters Clause in Contracts

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.