Common use of Tax and Financial Matters Clause in Contracts

Tax and Financial Matters. 6.1 The General Partner hereby agrees to and shall deliver to Assignor drafts of the Partnership’s 2011 federal and state tax returns by approximately March 1, 2012, for the period during which the Assignor was a limited partner, for Assignor’s review prior to preparation of the final tax returns, and if the Assignor has given the General Partner comments, if any, on the draft returns within twenty-one (21) days after the drafts are submitted to Assignor for review, shall deliver to Assignor the final form of such 2011 tax returns by April 10, 2012; provided, Assignor hereby acknowledges that it shall consent for all purposes to the Partnership’s election pursuant to Section 754 of the Internal Revenue Code of 1986, as amended, if so set forth on the Partnership’s 2011 federal income tax return for the period during which the Assignor was a limited partner; 6.2 Assignor consents to the Partnership’s use of the interim closing of the partnership books method as described in Treasury Regulation §1.706-1(c)(2) with respect to all items of gain, loss, income, deduction, or credit in reporting the Partnership’s 2011 taxable income, for the period during which the Assignor was a limited partner, with the closing of the books to occur with respect to the Assignor effective as of the time of the Closing. 6.3 The General Partner shall deliver to the Assignor the audited financial statements of the Partnership for Fiscal Year 2011 by March 31, 2012 in the form required by Rural Development (the U.S. Department of Agriculture). 6.4 If the General Partner shall fail to have prepared and delivered any of the returns or other information required by Sections 6.1 and 6.3, above, then, after written notice to the General Partner and the failure of the General Partner to cure the failure within thirty (30) days after such notice is received, the Assignor may have the returns and other information prepared at the sole cost and expense of the Partnership. 6.5 The General Partner shall, with respect to any matter which could affect the Assignor, give prompt notice to the Assignor of any of the following actions taken by the General Partner, on behalf of the Partnership, and, the General Partner shall, if applicable, permit the Assignor to participate, solely on its own behalf, in any proceedings and/or disputes related to such actions at Assignor’s own expense: (a) Extension of the statute of limitations for assessing or computing any tax liability against the Partnership (or the amount or character of any Partnership tax items); (b) Settlement of any audit with the IRS concerning the adjustment or readjustment of any partnership item(s) (within the meaning of Section 6231(a)(3) of the Code); (c) Filing of a request for an administrative adjustment with the IRS at any time or filing of a petition for judicial review with respect to any such request; (d) Initiation or settlement of any judicial review or action concerning the amount or character of any partnership tax item(s) (within the meaning of Section 6231(a)(3) of the Code); or (e) Intervention in any action brought by any other Partner for judicial review of a final adjustment.