Tax Decisions. (a) The Company shall file as a partnership for Federal and state income tax purposes. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to Federal, state or local tax matters, shall be made by the tax matters Member, in consultation with the Managing Members and the Company's attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the tax matters Member. The tax matters Member shall submit to the Members, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. SEIS shall be the initial tax matters Member within the meaning of Section 6231(a)(7) of the Code. The tax matters Member shall furnish to the Members a copy of all notices or other written communications received by the tax matters Member from the Internal Revenue Service or any state of local taxing authority. The tax matters Member shall cause all tax returns of the Company to be timely filed. Copies of such returns shall be kept at the Company's principal place of business or at such other place as the tax matters Member shall determine and shall be available for inspection by the Members or their duly authorized representatives during regular business hours. The tax matters Member shall distribute to each of the Members, as soon a practicable after the end of the fiscal year of the Company, information with respect to the Company necessary for each Member to prepare its Federal, state and local tax returns.
(b) The Managing Members may, by Majority Vote, amend the provisions of this Agreement relating to the manner in which tax items are allocated to the extent necessary to comply with Regulations Sections 1.704-1(b) and 1.704-2; provided, however, that any such amendment may be made only if it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article XI hereof upon the liquidation of the Company.
Tax Decisions. CAM shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”). The Company shall file as a partnership for federal, state and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state or local tax matters of the Company, shall be made by the Tax Matters Member, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Member. The Tax Matters Member shall keep the other Members reasonably informed as to any tax actions, examinations or proceedings relating to the Company and shall submit to the other Members, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of IRS Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such Fiscal Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns.
Tax Decisions. Except as otherwise specifically set forth herein, all decisions concerning tax elections and other tax matters relating to the Company shall be made by the Managing Member. The Managing Member may rely upon the advice of the Company's accountants and other tax advisors in making such decisions.
Tax Decisions. The Company shall file its income and all other tax returns (including sales, use, property, excise, information and unclaimed property reports) as a partnership. Except as otherwise provided in this Agreement, the tax matters partner shall, upon consultation with the Management Committee, make all applicable elections, determinations and other tax decisions for the Company relating to all tax matters, including, without limitation, the positions to be taken on the Company’s tax returns and the settlement or further contest and litigation of any audit matters raised by the Internal Revenue Service or any other taxing authority. TCFIF Sub shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. TCFIF Sub shall cause all tax returns of the Company to be timely filed. The Company shall provide a draft copy of all income tax and information returns to Toro Sub for its review and comment at least ten (10) business days prior to the due date for filing such returns.
Tax Decisions. (a) The Greystone Member (or its designee) shall be the “partnership representative” of the Company within the meaning of Section 6223(a) of the Partnership Tax Audit Rules (the “Partnership Representative”), and if a Designated Individual is required to be appointed under the Partnership Tax Audit Rules, the Greystone Member shall designate the individual to serve as the Designated Individual. In accordance with the Partnership Tax Audit Rules and to the extent provided therein, the Greystone Member shall have the authority to remove and replace each of the Partnership Representative and the Designated Individual for the Company and designate such Person’s successor. Subject to the remainder of this Section 6.5, to the extent the Greystone Member deems necessary and to the extent permitted by applicable law, each Member shall take all actions required to cause such designations and removals to be effective under the Partnership Tax Audit Rules. Each Member shall, on reasonable request, provide to the Partnership Representative any information or documents necessary or helpful to the conduct of an audit or other tax proceeding relating to the Company. The Partnership Representative shall, within 10 days of the receipt of any notice, agreement with, or any other communication with the IRS (or any other U.S. federal, state, or local taxing authority) relating to the determination of any item of income, gain, loss, deduction, or credit with respect to the Company, send (electronically or by mail) a copy of such notice to each Member, and shall include a summary of the provisions thereof. In addition, the Partnership Representative shall keep each Member promptly informed of any such tax matters to which this Section 6.5 applies. Notwithstanding anything else, a Member shall be permitted to make any filing inconsistent with a filing made by Company to the extent such Member is advised by its tax advisors that such inconsistent filing is, at a “more likely than not” or higher standard of confidence, required by law.
(b) Except as provided in this Agreement, the Partnership Representative and the Designated Individual shall have the power and authority granted to each in such capacities under the Partnership Tax Audit Rules, and each shall exercise (and the Designated Individual, if any, shall cause the Partnership Representative to exercise) such power and authority in a reasonable manner, consistent with this Agreement. Without limiting the generality of the f...
Tax Decisions. The Company shall file its income and all other tax returns as a partnership. Except as otherwise provided in this Limited Liability Company Agreement, the tax matters partner shall make all applicable elections, determinations and other tax decisions for the Company relating to Federal, state or local tax matters, including, without limitation, the positions to be taken on the Company’s tax returns and the settlement or further contest and litigation of any audit matters raised by the Internal Revenue Service or any other taxing authority. Knight shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. Knight shall cause all tax returns of the Company to be timely filed. The Company shall provide a draft copy of all income tax returns to the Management Group for its review and comment at least 30 days prior to the due date for filing such returns and the Company shall not file such returns without the Management Group’s prior written consent, which shall not be unreasonably withheld or delayed.
Tax Decisions. (a) The Company shall file as a partnership for federal income tax purposes. All decisions for the Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be taken on the Company’s tax returns and the settlement or further contest or litigation of any audit matters raised by the Internal Revenue Service or any other taxing authority, shall be taken by the Board of Managers. The Board of Managers shall designate the “tax matters partner” within the meaning of Code Section 6231(a)(7). The Company’s tax matters partner may cause the Company to elect, pursuant to Section 754 of the Code, to adjust the tax basis of the Company’s assets.
Tax Decisions. Notwithstanding any other provision of this Agreement to the contrary, any decisions with respect to any tax matters of the Company or any of its Subsidiaries, including the preparing and filing of any income or other tax return, the making or revoking of any material tax decision or election, and whether to challenge or settle any adjustment to any tax return proposed by any Taxing Authority, shall require the written consent of TPG Member and Madison Member, which consent by Madison Member shall not be unreasonably withheld, conditioned or delayed; provided, however, that at the written request of a Member transferring a Membership Interest in the Company, the Company shall timely make an election under Section 754 of the Code.
Tax Decisions. The Company shall file as a partnership for federal and state income tax purposes. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state or local tax matters shall be made by the tax matters Member, in consultation with the Board of Managers and the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the tax matters Member. The tax matters Member shall submit to the Board of Managers, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. Digiplex shall be the initial tax matters Member within the meaning of Section 6231(a)(7) of the Code. The tax matters Member shall furnish to the Company which shall furnish to the other Members a copy of all notices or other written communications received by the tax matters Member from the Internal Revenue Service or any state of local taxing authority. The tax matters Member shall cause all tax returns of the Company to be timely filed. Copies of such returns shall be kept at the Company’s principal place of business or at such other place as the tax matters Member shall determine and shall be available for inspection by the Members or their duly authorized representatives during regular business hours. The tax matters Member shall distribute to the Company which shall distribute to each of the Members, as soon as practicable after the end of the fiscal year of the Company, information with respect to the Company necessary for each Member to prepare its Federal, state and local tax returns.
Tax Decisions. From the date hereof until the date prior to the IPO Date, TXX shall be the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code and, on and after the IPO Date, TI shall be the “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”). The Company shall file as a partnership for federal, state and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state or local tax matters of the Company, shall be made by the Tax Matters Member, in consultation with the Company’s attorneys and/or accountants; provided that, the Company shall make an election under Section 754 of the Code promptly following the date hereof. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Member. The Tax Matters Member shall keep the other Members reasonably informed as to any tax actions, examinations or proceedings relating to the Company and shall submit to the other Members, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of IRS Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such Fiscal Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns.
