Common use of Tax Elections and Returns Clause in Contracts

Tax Elections and Returns. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion, except that the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest or distribution from the Partnership, including transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this Agreement. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative on or before March 31st of each year for review drafts of all federal and state income tax returns of the Partnership. If the Limited Partner Representative determines that any modifications to the tax returns of the Partnership should be considered, the Limited Partner Representative shall, within fifteen (15) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative for its review and approval. The Limited Partner Representative shall complete its review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative regarding any proposed modifications to the tax returns of the Partnership, provided that, (i) a majority of the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special Committee. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants shall be transmitted and delivered to the Limited Partner Representative within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax items, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Xxxxx XX and Xxx Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Xxxxx XX and (y) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership.

Tax Elections and Returns. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion; provided, except that however, the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer Transfer of a Partnership Interest or distribution from the PartnershipUnit, including transfers Transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this the Agreement. The General Partner shall cause the Accountants to prepare and file all state and federal tax returns on a timely basis. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative Representatives on or before March 31st April 1 of each year for review drafts of all federal and state income tax returns of the Partnership and cause the accountants for the Property Partnerships (and diligently seek to cause the accountants of the Joint Venture Partnerships not Controlled by the Partnership) to submit to the Limited Partner Representatives on or before April 1 of each year for review all federal and state income tax returns of the Property Partnerships. If the Limited Partner Representative determines Representatives determine that any modifications to the tax returns of the Partnership or any Property Partnership should be considered, the such Limited Partner Representative Representatives shall, within fifteen thirty (1530) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner to advise the Property Partnership's accountants the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative Representatives for its their review and (but not approval). The Limited Partner Representative Representatives shall complete its their review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative Representatives regarding any proposed modifications to the tax returns of the Partnership, provided that, (i) a majority of Partnership and/or the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special CommitteeProperty Partnerships. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants and a statement of the allocation of Net Income or Net Loss shown on the income tax return of the Property Partnerships shall be transmitted and delivered to the Limited Partner Representative Representatives within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax items, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Xxxxx XX and Xxx Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Xxxxx XX and (y) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership.filing

Tax Elections and Returns. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion, except that the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest or distribution from the Partnership, including transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this Agreement. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative Representatives on or before March 31st of each year for review drafts of all federal and state income tax returns of the PartnershipPartnership and cause the Accountants for the Property Partnerships to submit to the Limited Partner Representatives on or before March 31st of each year for review all federal and state income tax returns of the Property Partnerships. If the Limited Partner Representative determines Representatives determine that any modifications to the tax returns of the Partnership or any Property Partnership should be considered, the Limited Partner Representative Representatives shall, within fifteen ten (1510) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner to advise the Property Partnership's accountants of the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative Representatives for its their review and (but not approval). The Limited Partner Representative Representatives shall complete its their review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative Representatives regarding any proposed modifications to the tax returns of the Partnership, provided that, (i) a majority of Partnership and/or the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special CommitteeProperty Partnerships. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants and a statement of the allocation of Net Income or Net Loss shown on the income tax return of the Property Partnerships shall be transmitted and delivered to the Limited Partner Representative Representatives within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax itemsitems and copies of the tax returns of all Property Partnerships, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Xxxxx XX and Xxx Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Xxxxx XX and (y) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership.

Tax Elections and Returns. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion; provided, except that however, the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest or distribution from the PartnershipInterest, including transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this Agreement. The General Partner shall cause the Accountants to prepare and file all state and federal tax returns on a timely basis. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative Partners on or before March 31st April 1 of each year for review drafts of all federal and state income tax returns of the Partnership. If a Majority-in-Interest of the Limited Partner Representative Partners determines that any modifications to the tax returns of the Partnership should be considered, the such Limited Partner Representative Partners shall, within fifteen thirty (1530) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative Partners for its their review and (but not approval). The Limited Partner Representative Partners shall complete its their review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative Partners regarding any proposed modifications to the tax returns of the Partnership, provided that, (i) a majority of the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special Committee. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants shall be transmitted and delivered to the Limited Partner Representative Partners within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax itemsitems and copies of the tax returns of the Washington Partnerships, EWIP and other Investment Entities, as well as, to the extent appropriate, all other Entities in which the Partnership or any of the foregoing has an equity interest, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Xxxxx XX and Xxx Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Xxxxx XX and (y) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership.

Tax Elections and Returns. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole and absolute discretion, except that the General Partner shall, if requested by a Limited Partner or a transferee, file an election on behalf of the Partnership pursuant to Section 754 of the Code to adjust the basis of the Partnership property in the case of a transfer of a Partnership Interest or distribution from the Partnership, including transfers made in connection with the exercise of the Rights, made in accordance with the provisions of this Agreement. The General Partner shall cause the Accountants to prepare and submit to the Limited Partner Representative on or before March 31st of each year for review drafts of all federal and state income tax returns of the Partnership. If the Limited Partner Representative determines that any modifications to the tax returns of the Partnership should be considered, the Limited Partner Representative shall, within fifteen (15) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative for its review and approval. The Limited Partner Representative shall complete its review of the resubmitted returns within ten (10) days after receipt thereof from the Accountants or the General Partner. The General Partner shall consult in good faith with the Limited Partner Representative regarding any proposed modifications to the tax returns of the Partnership, provided thatPROVIDED THAT, (i) a majority of the Special Committee shall make the final decision, in light of the best interest of all Partners, of whether to accept or reject any such proposed modifications, which decision shall be binding upon the Partnership and all of the Partners and (ii) no Partner shall, unless otherwise required by applicable law, take any position for income tax purposes or otherwise that is inconsistent with such final decision of the majority of the Special Committee. A statement of the allocation of Net Income or Net Loss of the Partnership shown on the annual income tax returns prepared by the Accountants shall be transmitted and delivered to the Limited Partner Representative within ten (10) days of the receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of tax items, all within the period of time prescribed by law. The General Partner shall use reasonable efforts to make available to the Limited Partners final Forms K-1 not later than March 31 of each year. Notwithstanding the foregoing, (x) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Taj Associates in respect of periods ending on or prior to April 17, 1996, including requiring the Partnership, Xxxxx XX and Xxx Associates to adjust the tax basis of assets held by Taj Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Taj Associates as of the date hereof and contributions of the interests in Taj Associates to Xxxxx XX and (y) Xxxxx shall have the right to control the resolution of tax matters affecting or relating to Castle Associates in respect of periods ending on or prior to the date hereof, including requiring the Partnership, TCHI and Castle Associates to adjust the tax basis of assets held by Castle Associates in connection with the resolution of such tax matters to the extent such basis adjustments shall not reduce THCR's share of federal income tax depreciation and cost recovery deductions in respect of assets held by Castle Associates as of the date hereof and contributions of the interests in Castle Associates to the Partnership.