Common use of Expenses of Tax Matters Partner Clause in Contracts

Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income from Operations, or any discretionary reserves are set aside by the Board of Managers. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager and indemnification set forth in Article 9 of this Agreement shall be fully applicable to the Tax Matters Partner in his capacity as such.

Appears in 9 contracts

Samples: Operating Agreement (South Dakota Soybean Processors LLC), Operating Agreement, Operating Agreement (South Dakota Soybean Processors LLC)

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Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income Cash from Operations, or any discretionary reserves are set aside by the Board of Managers. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager and indemnification set forth in Article 9 of this Agreement shall be fully applicable to the Tax Matters Partner in his capacity as such.

Appears in 9 contracts

Samples: Operating Agreement (Lake Area Corn Processors LLC), Operating Agreement, Operating Agreement

Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income Cash from Operations, or any discretionary reserves are set aside by the Board of Managers. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager Managing Member and indemnification set forth in Article 9 10 of this Agreement shall be fully applicable to the Tax Matters Partner in his capacity as such.

Appears in 4 contracts

Samples: Operating Agreement (Great Plains Ethanol LLC), Operating Agreement (Great Plains Ethanol LLC), Operating Agreement (Great Plains Ethanol LLC)

Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income from Operations, or Disbursable Cash. Neither the Managers nor any discretionary reserves are set aside by the Board of Managersother Person shall have any obligation to provide funds for such purposes. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager the Managers and indemnification set forth in Article 9 Section 7.07 of this Agreement shall be fully applicable to the Tax Matters Partner in his its capacity as such.

Appears in 2 contracts

Samples: Operating Agreement (Smart Move, Inc.), Operating Agreement (Smart Move, Inc.)

Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner and the Investor Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability liabilities of the Members. The payment of all such expenses shall be made before any distributions are made of from Net Income from Operations, Cash Flow or any discretionary reserves are set aside by the Board of ManagersManaging Member. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager the Managing Member and indemnification set forth in Article 9 Section 8.07 of this Agreement shall be fully applicable to the Tax Matters Partner in his its capacity as such.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Hoku Scientific Inc)

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Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income from Operations, or Disbursable Cash. Neither the Managing Member(s) nor any discretionary reserves are set aside by the Board of Managersother Person shall have any obligation to provide funds for such purposes. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager the Managing Member(s) and indemnification set forth in Article 9 Section 7.07 of this Agreement shall be fully applicable to the Tax Matters Partner in his its capacity as such.

Appears in 1 contract

Samples: Operating Agreement (Global Casinos Inc)

Expenses of Tax Matters Partner. The Company shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made of Net Income Cash from Operations, or any discretionary reserves are set aside by the Board of Managers. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of a Manager and indemnification set forth in Article 9 of this Agreement shall be fully applicable to the Tax Matters Partner in his capacity as such.

Appears in 1 contract

Samples: Operating Agreement (Western Plains Energy LLC)

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