Common use of Elections by Company Clause in Contracts

Elections by Company. The Managing Member may, but shall not be obligated to make, in its discretion, any tax election provided under the Code (and the Treasury Regulations promulgated thereunder), or any provision of state, local or foreign tax law, and the Managing Member shall, to the fullest extent permitted by law, be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Members resulting from its making or failing to make any such election; provided, however, the Managing Member shall consult with the Members regarding any material tax election under the Code or any provision of state, local or foreign tax law. All decisions and other matters concerning the computation and allocation of items of income, expense, gain, loss, credit and deduction among the Members, and accounting procedures not specifically and expressly provided for by the terms of this Agreement shall be determined by the Managing Member in its discretion (acting reasonably). Any determination made pursuant to this Section 8.2 by the Managing Member shall be conclusive and binding on all Members.

Elections by Company. The Managing Member may, but shall not be obligated to make, in its discretion, any tax election provided under the Code (and the Treasury Regulations promulgated thereunder), or any provision of state, local or foreign tax law, and the Managing Member shall, to the fullest extent permitted by law, be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Members resulting from its making or failing to make any such election; provided, however, the Managing Member shall consult with the Members Tier One Parallel Investment Vehicles (in accordance with the Voting Agreement) regarding any material tax election under the Code or any provision of state, local or foreign tax law. All decisions and other matters concerning the computation and allocation of items of income, expense, gain, loss, credit and deduction among the Members, and accounting procedures not specifically and expressly provided for by the terms of this Agreement shall be determined by the Managing Member in its discretion (acting reasonably). Any determination made pursuant to this Section 8.2 by the Managing Member shall be conclusive and binding on all Members.