Common use of Books, Records and Tax Returns Clause in Contracts

Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the Statutes, and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's fiscal year shall be the calendar year with an ending month of December. The Member(s) intends that the Company, as a Single-Member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish the Member(s), within seventy-five (75) days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement, a capital account statement: and the amount of such Member(s)'s share of the Company's income, gain, losses, deductions, and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State, and local income tax and information returns for the Company and shall cause such tax and information returns to be timely filed. Within seventy-five (75) days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member a current list of the names and addresses of all of the Member(s) of the Company, and any other persons or entities having any financial interest in the Company.

Appears in 45 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

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Books, Records and Tax Returns. Single Single-Member (Applies ONLY if Single-Member): The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the Statutes, and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's fiscal year shall be the calendar year with an ending month of December. The Member(s) Member intends that the Company, as a Single-Member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s)Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish the Member(s)Members, within seventy-five (75) days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement, a capital account statement: , and the amount of such Member(s)each Member's share of the Company's income, gain, losses, deductions, and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State, and local income tax and information returns for the Company and shall cause such tax and information returns to be timely filed. Within seventy-five (75) days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member a current list of the names and addresses of all of the Member(s) Members of the Company, and any other persons or entities having any financial interest in the Company.

Appears in 11 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement

Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company a) Except for financial statements and tax returns, the Owner Trustee shall maintain complete and accurate be responsible for the keeping of all books and records relating to the receipt and disbursement of all moneys under this Trust Agreement. The Owner Trustee agrees to prepare, sign and/or file and to cause each of the Company's business Companies to prepare, sign and/or file all returns and affairs reports with respect to taxes (including but not limited to tax returns and any information, returns or reports for each of the Companies and the Trust, if any) as required the applicable Lessees shall direct with respect to all transactions encompassed by the Statutes, and such books and records shall be kept at the Company's Registered Office and shall Basic Documents as provided in all respects be independent of the books, records, and transactions of the Member(s)this Section 7.9. The Company's fiscal year Owner Trustee shall be the calendar year with an ending month keep copies of Decemberall returns delivered to it or filed by it. The Member(s) intends that Owner Trustee shall not be personally liable for any tax due and payable in connection with this Trust Agreement or any other Basic Document except for any such tax arising from its own willful misconduct or gross negligence and except for any tax based on or measured by amounts paid to the Company, Owner Trustee as a Single-Member LLC, shall be taxed as a sole proprietorship fees or compensation in accordance connection with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish the Member(s), within seventy-five (75) days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement, a capital account statement: and the amount of such Member(s)'s share of the Company's income, gain, losses, deductions, and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State, and local income tax and information returns for the Company and shall cause such tax and information returns to be timely filed. Within seventy-five (75) days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner contemplated hereby pursuant to Section 6231(a)(77.8 hereof or otherwise. (b) In addition, the Owner Trustee shall be responsible for certain administrative activities to be performed on behalf of the Internal Revenue Code Companies including (i) receiving and causing the Company to countersign Leasing Records; (ii) receiving invoices relating to Nuclear Material Contracts; (iii) receiving and causing the Company to approve administrative invoices relating to the Companies; (iv) receiving monthly rate notices from the Banks with respect to the payment of Outstandings and causing the Company to forward copies to Lessees; (v) receiving periodic reports from Lessee as described in Section 20 of the Lease Agreements; (vi) maintaining records of the Stipulated Casualty Value of Nuclear Material under the Lease Agreements and the limitations on such Stipulated Casualty Value as set forth in Section 4 of the Lease Agreements; (vii) preparing and maintaining all books of account of the Companies; and (viii) performing any other duties as may be agreed upon in writing with the applicable Lessees. (c) The Owner Trustee shall retain Coopers & Xxxxxxx L.L.P. or another firm of certified accountants of nationally recognized standing to prepare financial statements for the Companies and to prepare and file with all purposes permitted appropriate governmental authorities all returns and reports with respect to taxes (including but not limited to tax returns and any information, returns or required reports for each of the Companies and the Trust, if any) as the applicable Lessees shall direct with respect to all transactions encompassed by the Code, Basic Documents on behalf of the Companies and the Trust. The applicable Lessees shall be made by responsible for payment of such firm in connection with the Company by the affirmative vote or consent performance of Member(s) holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member a current list of the names and addresses of all of the Member(s) of the Company, and any other persons or entities having any financial interest in the Companysuch services.

Appears in 2 contracts

Samples: Trust Agreement (General Public Utilities Corp /Pa/), Trust Agreement (General Public Utilities Corp /Pa/)

Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company shall maintain complete and accurate books and records At all times during the continuance of the Limited Liability Company's business and affairs as required by , the Statutes, and such books and records Manager shall keep or cause to be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's fiscal year shall be the calendar year with an ending month of December. The Member(s) intends that the Company, as a Single-Member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of account in which shall be entered each transaction of the Company’s transactions Limited Liability Company in accordance with generally accepted accounting principles. The Limited Liability Company shall furnish the Member(s)to each Member, within seventy-five (75) days after the end of each fiscal year, an annual report of the Limited Liability Company including which shall include a balance sheet, sheet as of the end of such fiscal year; a profit and loss statement, statement of the Limited Liability Company for such fiscal year; a statement of the balance in the capital account statement: of such Member; and the amount of such Member(s)Member's share of the Limited Liability Company's income, gain, losses, deductions, deductions and other relevant items for federal income tax purposes. The Limited Liability Company shall prepare or cause to be prepared all Federalfederal, State, state and local income tax and information returns for the Company Limited Liability Company, and shall cause such tax and information returns to be filed timely filedwith the appropriate governmental authorities. Within seventy-five (75) days after the end of each fiscal year, the Limited Liability Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Limited Liability Company’s 's information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Limited Liability Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Limited Liability Company by the affirmative unanimous vote or consent of Member(s) holding the Members. The tax matters partner shall take such action as may be necessary to cause each other Member to become a majority notice member within the meaning of Section 6223 of the Code. The tax matters partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Limited Liability Company by the unanimous vote or consent of the Members’ Percentage Interests. Upon request, the The Limited Liability Company shall furnish to each Member Member, promptly upon request, a current list of the names and addresses of all of the Member(s) Manager and Members of the Limited Liability Company, and any other persons or entities having any financial interest in the Limited Liability Company.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company shall maintain complete and accurate books and records At all times during the continuance of the Limited Liability Company's business and affairs as required by , the Statutes, and such books and records Managing Member shall keep or cause to be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's fiscal year shall be the calendar year with an ending month of December. The Member(s) intends that the Company, as a Single-Member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of account in which shall be entered each transaction of the Company’s transactions Limited Liability Company in accordance with generally accepted accounting principles. The fiscal year of the Limited Liability Company for both accounting and income tax purposes shall be the calendar year. The Limited Liability Company shall report its operations, net income and net losses in accordance with the methods of accounting selected by the Managing Member. The Managing Member may employ on behalf of the Limited Liability Company and at the expense of the Limited Liability Company such firm of certified public accountants as the Managing Member in his sole discretion deems appropriate to serve as the Limited Liability Company's accountants. The Managing Member shall furnish the Member(s)to each Member, within seventy-five (75) days after the end of each fiscal year, an annual report of the Limited Liability Company including which shall include a balance sheet, sheet as of the end of such fiscal year; a profit and loss statement, statement of the Limited Liability Company for such fiscal year; a statement of the balance in the capital account statement: of such Member; and the amount of such Member(s)Member's share of the Limited Liability Company's income, gain, losses, deductions, deductions and other relevant items for federal income tax purposes. The Company Managing Member shall prepare or cause to be prepared all Federalfederal, State, state and local income tax and information returns for the Company Limited Liability Company, and shall cause such tax and information returns to be filed timely filedwith the appropriate governmental authorities. Within seventy-five (75) days after the end of each fiscal year, the Company Managing Member shall forward to each person who was a Member during the preceding fiscal year a true copy of the Limited Liability Company’s 's information return filed with the Internal Revenue Service for the preceding fiscal year. The Managing Member shall not be liable to any Member if any taxing authority disallows or adjusts any deductions or credits in the Limited Liability Company's income tax or information returns. All elections required or permitted to be made by the Limited Liability Company under the Internal Revenue Code, and the designation of a tax matters partner Partnership Representative pursuant to Section 6231(a)(7) 6223 of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company Managing Member. The Partnership Representative may not take any action contemplated by Sections 6222 through 6232 of the affirmative vote or Code without the consent of Member(s) holding a majority of the Members’ Percentage InterestsManaging Member. Upon request, the Company The Managing Member shall furnish to each Member Member, promptly upon request, a current list of the names and addresses of all of the Member(s) Managing Member and other Members of the Limited Liability Company, and any other persons or entities having any financial interest in the Limited Liability Company.

Appears in 2 contracts

Samples: Operating Agreement (Armed Forces Brewing Company, Inc.), Equity Incentive Plan (Armed Forces Brewing Company, Inc.)

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Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company a) Except for financial statements and tax returns, the Owner Trustee shall maintain complete and accurate be responsible for the keeping of all books and records relating to the receipt and disbursement of all moneys under this Trust Agreement. The Owner Trustee agrees to prepare, sign and/or file and to cause each of the Company's business Companies to prepare, sign and/or file all returns and affairs reports with respect to taxes (including but not limited to tax returns and any information, returns or reports for each of the Companies and the Trust, if any) as required the applicable Lessees shall direct with respect to all transactions encompassed by the Statutes, and such books and records shall be kept at the Company's Registered Office and shall Basic Documents as provided in all respects be independent of the books, records, and transactions of the Member(s)this Section 7.9. The Company's fiscal year Owner Trustee shall be the calendar year with an ending month keep copies of Decemberall returns delivered to it or filed by it. The Member(s) intends that Owner Trustee shall not be personally liable for any tax due and payable in connection with this Trust Agreement or any other Basic Document except for any such tax arising from its own willful misconduct or gross negligence and except for any tax based on or measured by amounts paid to the Company, Owner Trustee as a Single-Member LLC, shall be taxed as a sole proprietorship fees or compensation in accordance connection with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish the Member(s), within seventy-five (75) days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement, a capital account statement: and the amount of such Member(s)'s share of the Company's income, gain, losses, deductions, and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State, and local income tax and information returns for the Company and shall cause such tax and information returns to be timely filed. Within seventy-five (75) days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner contemplated hereby pursuant to Section 6231(a)(77.8 hereof or otherwise. (b) In addition, the Owner Trustee shall be responsible for certain administrative activities to be performed on behalf of the Internal Revenue Code Companies including (i) receiving and causing the Company to countersign Leasing Records; (ii) receiving invoices relating to Nuclear Material Contracts; (iii) receiving and causing the Company to approve administrative invoices relating to the Companies; (iv) receiving monthly rate notices from the Banks with respect to the payment of Outstandings and causing the Company to forward copies to Lessees; (v) receiving periodic reports from Lessee as described in Section 20 of the Lease Agreements; (vi) maintaining records of the Stipulated Casualty Value of Nuclear Material under the Lease Agreements and the limitations on such Stipulated Casualty Value as set forth in Section 4 of the Lease Agreements; (vii) preparing and maintaining all books of account of the Companies; and (viii) performing any other duties as may be agreed upon in writing with the applicable Lessees. (c) The Owner Trustee shall retain PricewaterhouseCoopers L.L.P. or another firm of certified accountants of nationally recognized standing to prepare financial statements for the Companies and to prepare and file with all purposes permitted appropriate governmental authorities all returns and reports with respect to taxes (including but not limited to tax returns and any information, returns or required reports for each of the Companies and the Trust, if any) as the applicable Lessees shall direct with respect to all transactions encompassed by the Code, Basic Documents on behalf of the Companies and the Trust. The applicable Lessees shall be made by responsible for payment of such firm in connection with the Company by the affirmative vote or consent performance of Member(s) holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member a current list of the names and addresses of all of the Member(s) of the Company, and any other persons or entities having any financial interest in the Companysuch services.

Appears in 1 contract

Samples: Trust Agreement (Pennsylvania Electric Co)

Books, Records and Tax Returns. Single Member (Applies ONLY if Single-Member): The Company shall will create and properly maintain records and books that are complete and accurate accurate. These records and books shall detail the Company’s affairs and business as outlined by Xxxxxxxx, and these books and records will be kept in the registered office of the Company's business Company and affairs as required by be separate from the Statutesrecords and books of the Member. For the purpose of record keeping and books, and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's ’s fiscal year shall will be the calendar year with an twelve-month period ending month of in December. The Member(s) intends that intention of the Member is for the Company, as which is a Single-Member LLC, shall to be taxed as a sole proprietorship in accordance line with the provisions of the Internal Revenue Code’s provisions. Any provisions herein that may cause If any provision contained within this Agreement prevents the Company not to be from being taxed as a sole proprietorship shall be inoperativethen it is considered invalid. Multi-Member (Applies ONLY if Multi-Member): The Member(s), or their designees, shall Members of the Company will create and properly maintain complete and accurate records and books of that are complete and accurate. These books will detail the Company’s transactions in accordance with affairs and business while following generally accepted accounting principles. The Company shall furnish the Member(s), will provide an annual report within seventy-five (75) sixty days after the end of each fiscal year, an year has ended. The annual report of the Company including a shall include the balance sheet, a the profit and loss statement, a the capital account statement: , and the amount of such Member(s)'s a report that details each Member’s share of the Company's income, ’s gain, losses, deductionsgains, and other relevant items necessary information for federal income tax purposes. The Company shall prepare all Federalwill be responsible for preparing any federal, Statestate, and local information for income tax and returns on behalf of the Company. This information returns for the Company and shall cause such tax and information returns to be filed in a timely filedmanner. Within seventy-five (75) sixty days after from the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s Fiscal year, it will send anyone that was a Member of the Company during the last fiscal year copies of the Company’s tax and information return that was filed with the Internal Revenue Service IRS for the preceding last fiscal year. All The elections required deemed necessary or permitted allowed to be made by the Company under in line with the Internal Revenue Code, and the designation appointment of a partner for tax matters partner pursuant to in line with Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted reasons allowed or required deemed necessary by the internal Revenue Code, shall will be made by the Company by the affirmative through a confirmatory vote or consent of Member(s) holding a Member’s constituting majority of the Members’ Percentage Interests. Upon requestpercentage interests If requested, the Company shall furnish to will provide each Member a current an up to date list of the names and addresses of all of the Member(s) of the Company, Company Members and any other persons people or entities having any with a financial interest in the Company.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

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