Common use of Tax Elections; Special Basis Adjustments Clause in Contracts

Tax Elections; Special Basis Adjustments. The Tax Matters Member shall make all tax elections on behalf of the Company. In the event of a transfer of all or any part of the Interest of any Member for an amount in excess of the adjusted basis for such interest for federal income tax purposes, the Governors may elect, pursuant to Section 754 of the Code (or corresponding provisions of succeeding law), to enable an adjustment to be made to the basis of the Company's property. Any costs incurred by the Company in connection with such Section 754 election shall be borne by the Member seeking a transfer of its Interest. Any adjustments made pursuant to an election under Section 754 shall affect only the successor in Interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Tax Elections; Special Basis Adjustments. The Tax Matters Member shall make all tax elections on behalf of the Company. In the event of a transfer of all or any part of the Interest of any Member for an amount in excess of the adjusted basis for such interest for federal income tax purposes, the Governors Managers may elect, pursuant to Section 754 of the Code (or corresponding provisions of succeeding law), to enable an adjustment to be made to the basis of the Company's property. Any costs incurred by the Company in connection with such Section 754 election shall be borne by the Member seeking a transfer of its Interest. Any adjustments made pursuant to an election under Section 754 shall affect only the successor in Interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Tax Elections; Special Basis Adjustments. The Tax Matters Member shall Manager shall, at the direction of all of the Members, make all tax elections on behalf of the Company. In the event of a transfer of all or any part of the Interest interest of any Member for an amount in excess of the adjusted basis for such interest for federal income tax purposes, the Governors Manager may electelect at the direction of all of the Members, pursuant to Section 754 of the Code (or corresponding provisions of succeeding law), to enable an adjustment to be made to the basis of the Company's propertyProperty. Any costs incurred by the Company in connection with such Section 754 election shall be borne by the Member seeking a transfer of its Interestinterest. Any adjustments made pursuant to an election under Section 754 shall affect only the successor in Interest interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.