Determinations by the Members. All matters concerning the allocation of Net Income and Net Loss among the Members, tax elections (except as may otherwise be required by the income tax laws) and accounting procedures not expressly and specifically provided by the terms of this Agreement, shall be determined in good faith by the Members, and on a basis which is in conformity with the requirements imposed under Code Section 704 and the Treasury Regulations thereunder as equitably applied among the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Barnes & Noble Inc), Limited Liability Company Agreement (Nexstar Pharmaceuticals Inc)
Determinations by the Members. All matters concerning the allocation of Net Income Profits and Net Loss Losses (and items of income, gain, loss and deduction) among the Members, tax elections (except as may otherwise be required by the income tax laws) and accounting procedures not expressly and specifically provided by the terms of this Agreement, shall be determined in good faith by the MembersManager, and on a basis which is in conformity with the requirements imposed under Code Section 704 and the Treasury Regulations thereunder as equitably applied among the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Barnesandnoble Com Inc), Limited Liability Company Agreement (Barnesandnoble Com Inc)