Common use of Designation of Tax Matters Member Clause in Contracts

Designation of Tax Matters Member. (a) The Tax Matters Member shall act as the "tax matters partner" of the Company, as provided in the regulations pursuant to Section 6231 of the Code. The Tax Matters Member shall initially be IDT Sub, which shall serve as Tax Matters Member until such time as a successor Tax Matters Member is appointed by the Board of Managers. Any Person serving as the Tax Matters Member may be removed and a new Tax Matters Member may be appointed by the Board of Managers. Any Tax Matters Member who is to be replaced by a successor Tax Matters Member in accordance with this Section 4.7(a) shall certify that another Member has been selected as the Tax Matters Member of the Company by filing a statement to that effect with the IRS in the form and manner prescribed by Section 301.6231(a)(7)-1(d) of the Treasury Regulation. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. The Tax Matters Member shall act reasonably at all times and keep the other Members reasonably informed about its actions.

Designation of Tax Matters Member. (a) The RECP shall, among other duties and responsibilities, be the "Tax Matters Member shall act as Member" of the Company, with the rights and responsibilities set forth in Section 6231(a)(7) of the Code and in any comparable provision of state or local tax law for a "tax matters partner" of a partnership; provided, that in no event shall such designation cause the Company, as provided in the regulations pursuant to Section 6231 of the Code. The Tax Matters Member shall initially be IDT Sub, which shall serve as Tax Matters Member until such time as a successor Tax Matters Member is appointed by the Board of Managers. Any Person serving as the Tax Matters Member may be removed and a new Tax Matters Member may be appointed by the Board of Managers. Any Tax Matters Member who is Company to be replaced by deemed other than a successor Tax Matters Member in accordance with this Section 4.7(a) shall certify that another Member has been selected as limited liability company organized and governed under the Tax Matters Act or RECP to be deemed to be anything other than a Member of the Company by filing a statement to that effect with the IRS in the form and manner prescribed by Section 301.6231(a)(7)-1(d) of the Treasury RegulationCompany. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and Treasury Regulations regulations thereunder, the Tax Matters Member RECP (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. The Subject to the other provisions of this Agreement, RECP shall not take any actions as a Tax Matters Member that are materially adverse to the interests of the Maguire Members and will not enter into any agreement with any Goverxxxxxxx Authority that is materially adverse to the interests of the Maguire Members, in each case, without the Maguire Members' prior wrxxxxx xonsent, which consent shall act reasonably at all times and keep the other Members reasonably informed about its actionsnot be uxxxxxxxably withheld.