Common use of Duties of Tax Matters Member Clause in Contracts

Duties of Tax Matters Member. (a) Except as provided in Section 5.10(b), the Tax Matters Member shall cooperate with the other Members and shall promptly provide the other Members with copies of notices or other materials from, and inform the other Members of discussions engaged with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Members with notice of all scheduled proceedings, including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings. (b) The duties of the Tax Matters Member under Section 5.10(a) shall not apply with respect to notices, materials, discussions, proceedings, meetings, conferences, or hearings involving any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be less than $100,000 except as otherwise required under Applicable Law. (c) The Tax Matters Member shall not extend the period of limitations or assessments without the consent of the other Members, which consent shall not be unreasonably withheld. (d) The Tax Matters Member shall not file a petition or complaint in any court, or file any claim, amended return or request for an administrative adjustment with respect to company items, after any return has been filed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be $100,000 or greater, unless agreed by the other Members. If the other Members do not agree, the position of the Tax Matters Member shall be followed if nationally recognized tax counsel acceptable to all Members issues an opinion that a reasonable basis exists for such position. Reasonable basis shall be given the meaning ascribed to it for purposes of applying Code Section 6662. The costs of the dispute shall be borne by the Company. (e) The Tax Matters Member shall not enter into any settlement agreement with the Internal Revenue Service or any state, local or foreign taxing authority, either before or after any audit of the applicable return is completed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits, unless any of the following apply: (i) all Members agree to the settlement; (ii) the tax effect of the issue if resolved adversely would be, and the tax effect of settling the issue is, proportionately the same for all Members (assuming each otherwise has substantial taxable income); (iii) the Tax Matters Member determines that the settlement of the issue is fair to the Members; or (iv) tax counsel acceptable to all Members determines that the settlement is fair to all Members and is one it would recommend to the Company if all Members were owned by the same person and each had substantial taxable income. In all events, the costs incurred by the Tax Matters Member in performing its duties hereunder shall be borne by the Company. (f) The Tax Matters Member may request extensions to file any tax return or statement without the written consent of, but shall so inform, the other Members.

Duties of Tax Matters Member. (a) Except as provided in Section 5.10(b), the Tax Matters Member shall cooperate with the other Members and shall promptly provide the other Members with copies of notices or other materials from, and inform the other Members of discussions engaged with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Members with notice of all scheduled proceedings, including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings. (b) The duties of the Tax Matters Member under Section 5.10(a) shall not apply with respect to notices, materials, discussions, proceedings, meetings, conferences, or hearings involving any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be less than $100,000 except as otherwise required under Applicable Law. (c) The Tax Matters Member shall not extend the period of limitations or assessments without the consent of the other Members, which consent shall not be unreasonably withheld. (d) The Tax Matters Member shall not file a petition or complaint in any court, or file any claim, amended return or request for an administrative adjustment with respect to company items, after any return has been filed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rate) would be $100,000 or greater, unless agreed by the other Members. If the other Members do not agree, the position of the Tax Matters Member shall be followed if nationally recognized tax counsel acceptable to all Members issues an opinion that a reasonable basis exists for such position. Reasonable basis shall be given the meaning ascribed to it for purposes of applying Code Section 6662. The costs of the dispute shall be borne by the Company. (e) The Tax Matters Member shall not enter into any settlement agreement with the Internal Revenue Service or any state, local or foreign taxing authority, either before or after any audit of the applicable return is completed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits, unless any of the following apply: (i) all Members agree the Managing Member agrees to the settlement; (ii) the tax effect of the issue if resolved adversely would be, and the tax effect of settling the issue is, proportionately the same for all Members (assuming each otherwise has substantial taxable income); (iii) the Tax Matters Member determines that the settlement of the issue is fair to the Members; or (iv) tax counsel acceptable to all Members determines that the settlement is fair to all Members and is one it would recommend to the Company if all Members were owned by the same person and each had substantial taxable income. In all events, the costs incurred by the Tax Matters Member in performing its duties hereunder shall be borne by the Company. (f) The Tax Matters Member may request extensions to file any tax return or statement without the written consent of, but shall so inform, the other Members.

Duties of Tax Matters Member. (a) Except as provided in Section 5.10(b6.07(b), the Tax Matters Member shall cooperate with the other Members and shall promptly provide the other Members with copies of notices or other materials from, and inform the other Members of discussions engaged in with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Members with notice of all scheduled administrative proceedings, including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings. (b) The duties of the Tax Matters Member under Section 5.10(a6.07(a) shall not apply with respect to notices, materials, discussions, proceedings, meetings, conferences, or hearings involving any issue concerning the Company’s 's income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rateAggregate Tax Rate) would be less than Five Hundred Thousand Dollars ($100,000 500,000) except as otherwise required under Applicable Lawapplicable law. (c) The Tax Matters Member shall not extend the period of limitations or assessments without the consent of the other Members, which consent shall not be unreasonably withheld. (d) The Tax Matters Member shall not file a petition or complaint in any court, or file any claim, amended return or request for an administrative adjustment with respect to company partnership items, after any return has been filed, with respect to any issue concerning the Company’s 's income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current aggregate tax rateAggregate Tax Rate) would be Five Hundred Thousand Dollars ($100,000 500,000) or greater, unless agreed by the other Members. If the other Members do not agree, the position of the Tax Matters Member shall be followed if nationally recognized tax counsel acceptable to all Members issues an opinion that a reasonable basis exists for such position. Reasonable basis shall be given the meaning ascribed to it for purposes of applying Code Section 6662. The costs of the dispute shall be borne by the Company. (ed) The Tax Matters Member shall not enter into any settlement agreement with the Internal Revenue Service or any state, local or foreign taxing authority, either before or after any audit of the applicable return is completed, with respect to any issue concerning the Company’s 's income, gains, losses, deductions or credits, unless any of the following apply: (i) all Members agree to the settlement; (ii) the tax effect of the issue if resolved adversely would be, and the tax effect of settling the issue is, proportionately the same for all Members (assuming each otherwise has substantial taxable income); (iii) the Tax Matters Member determines that the settlement of the issue is fair to the Members; or (iv) tax counsel acceptable to all Members determines that the settlement is fair to all Members and is one it the amount of the tax adjustment attributable to such issue (assuming the then current Aggregate Tax Rate) would recommend to the Company if all Members were owned by the same person and each had substantial taxable income. In all events, the costs incurred by the Tax Matters Member in performing its duties hereunder shall be borne by the Companyless than Five Hundred Thousand Dollars ($500,000). (fe) The Tax Matters Member may request extensions to file any tax return or statement without the written consent of, but shall so inform, the other Members.