Common use of Tax Matters for the Company Handled by Managers and Tax Matters Member Clause in Contracts

Tax Matters for the Company Handled by Managers and Tax Matters Member. The Management Committee shall from time to time cause the Company to make such tax elections as it deems to be in the best interests of the Company; provided, however, that the Management Committee shall not (i) file any tax return or (ii) make any tax election or take any position with respect to any examination audit or proceeding by a taxing authority that could have an adverse impact on PEGI or the Company without PEGI's prior written consent. Any failure by the Management Committee to approve unanimously any matter described in Section 5.1.2(l) will be resolved in accordance with the procedures specified in Article 16; provided, however, that the sole arbitrator described in Section 16.4 shall appoint one or more impartial experts to testify on the disputed matters and shall base his or her decision on such expert testimony, taking into account the interests of both parties. The Tax Matters Member (the equivalent to the Tax Matters Partner as defined in Code Section 6231) shall represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company's funds for professional services and costs associated therewith. The Tax Matters Member shall oversee the Company's tax affairs in the overall best interests of the Company. If for any reason the Tax Matters Member can no longer serve in that capacity or ceases to be a Member or Manager, as the case may be, Members holding a Majority Interest may designate another to be Tax Matters Member.

Tax Matters for the Company Handled by Managers and Tax Matters Member. The Management Committee shall from time to time cause the Company to make such tax elections as it deems to be in the best interests of the Company; provided, however, that the Management Committee shall not (i) file any tax return or (ii) make any tax election or take any position with respect to any examination audit or proceeding by a taxing authority that could have an adverse impact on PEGI or the Company without PEGI's ’s prior written consent. Any failure by the Management Committee to approve unanimously any matter described in Section 5.1.2(l) will be resolved in accordance with the procedures specified in Article 16; provided, however, that the sole arbitrator described in Section 16.4 shall appoint one or more impartial experts to testify on the disputed matters and shall base his or her decision on such expert testimony, taking into account the interests of both parties. The Tax Matters Member (the equivalent to the Tax Matters Partner as defined in Code Section 6231) shall represent the Company (at the Company's ’s expense) in connection with all examinations of the Company's ’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company's ’s funds for professional services and costs associated therewith. The Tax Matters Member shall oversee the Company's ’s tax affairs in the overall best interests of the Company. If for any reason the Tax Matters Member can no longer serve in that capacity or ceases to be a Member or Manager, as the case may be, Members holding a Majority Interest may designate another to be Tax Matters Member.