Common use of Tax Decisions Clause in Contracts

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. (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, 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 Pacific Enterprises Energy Management Services 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 mayUpon a change in U.S. tax law, by Majority Vote, amend the provisions of this Agreement relating including a change pursuant 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, howeverpromulgation of Regulations, that any permits entities such amendment as the Company to affirmatively elect classification as a partnership for Federal income tax purposes, the tax matters Member shall take such steps as may be made only if it is not likely reasonably required to have a material effect make such election for or on the amounts distributable to any Member pursuant to Article XI hereof upon the liquidation behalf of the Company, and the other Members shall cooperate in the making of such election (including by providing consents and other authorizations that may be required).

Tax Decisions. (a) The Company shall file maintain its classification as a partnership for Federal 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, the Members shall be made by the tax matters Member, in consultation not take any position that is inconsistent 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 this classification. (b) Lions Gate shall be the initial “tax matters Member partner” (referred to herein as the “tax matters Member”) within the meaning of Section 6231(a)(7) of the Code. The A different tax matters Member may be selected at any time by Majority Vote of the Board of Managers. The Company shall reimburse the tax matters Member for reasonable expenses incurred by the tax matters Member in connection with its duties and actions as tax matters Member. (c) With approval by Majority Vote of the Board of Managers, and subject to Section 6.5(a), the Company may make all elections required or permitted to be made by the Company under the Code (including an election under Section 754 of the Code) and not otherwise expressly provided for in this Agreement, in the manner that the Company determines will be most advantageous to the Company; provided, that any election that could have an adverse effect on Lions Gate or TVGN must be approved by such Member. (d) Any settlement or compromise of any tax audit, controversy or other proceeding shall require the approval of Lions Gate and TVGN. (e) The Company 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 or local taxing authority. The tax matters Member shall provide a copy of the Company’s federal income tax return, in final draft form, to the other Members at least 15 days prior to the date of its filing, and shall cause all tax returns of the Company to be timely filed. Copies of such returns shall be kept at the Company's ’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 Company shall initially retain KPMG LLP (the tax matters Member compliance team of which shall distribute to each be selected by Majority Vote of the Members, as soon a practicable after Board of Managers) to prepare the end of the fiscal year of the Company, information with respect to income tax returns for the Company necessary for each Member to prepare and its Federal, state and local tax returnsSubsidiaries. (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.