Common use of Tax Matters Member and Company Tax Filings Clause in Contracts

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least [***] days prior to the due date for filing, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] days after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] 90 days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least [***] days prior to on or before June 15 of the due date for filingyear following the Company’s Taxable Year, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] 60 days after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1sK-1 s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] 120 days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least [***] 30 days prior to the due date for filing, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] days 75 after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1sK-1 s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least [***] days prior to the due date for filing, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] days after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 [***] days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] 120 days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least [***] 30 days prior to the due date for filing, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] 75 days after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.

Tax Matters Member and Company Tax Filings. (a) The Class B Equity Investor shall be, and so long as it continues to be the Managing Member, shall continue to be, the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Member”); provided, that if the Class B Equity Investor is no longer the Managing Member, the Person selected as the successor Managing Member pursuant to Section 6.3(b) shall appoint a new Tax Matters Member. The Tax Matters Member shall prepare, or cause to be prepared, and timely file (on behalf of the Company) all federal, state and local tax returns required to be filed by the Company. Each Member shall furnish to the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Tax Matters Member shall prepare, or cause to be prepared, the Company’s federal income tax return (including K-1s) (the “Tax Return”) on a basis consistent with this Agreement and the assumptions contained in the Base Case Model (a “Consistent Return”), except as otherwise required by Applicable Law. The Tax Matters Member shall use commercially reasonable efforts to furnish to the Members, by no later than the [***] days following each Taxable Year, the Tax Return proposed to be filed by the Tax Matters Member, but in any event, shall furnish such Tax Return at least on or before [***] days prior to of the due date for filingyear following the Company’s Taxable Year, and, with respect to any Tax Return for any tax year relating to any portion of the Recapture Period, shall incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing, and, with respect to any other Tax Return, [***] Confidential Treatment Requested shall use good faith efforts to incorporate any reasonable comments of the Class A Members to such Tax Returns prior to filing. The Tax Matters Member shall furnish to the Members reasonable estimates (broken down by item and character of income, loss, deduction or credit) prior to the date [***] days after the end of the Taxable Year and shall furnish to the Members copies of each Tax Return as filed. In the event that the Tax Matters Member anticipates furnishing to the Members a Tax Return [***] Confidential Treatment Requested that is not a Consistent Return, the Tax Matters Member shall notify the Members in writing no less than 30 [***] days prior to the date on which it intends to furnish such Tax Return that such Tax Return will not be a Consistent Return, other than inconsistencies solely relating to variances in the anticipated operating results of the Facilities. If a Tax Return is timely objected to by the Class A Members, the Tax Matters Member shall submit such Tax Return, together with copies of all relevant workpapers used in preparation thereof, to a nationally recognized firm (other than the Certified Public Accountant) of independent public accountants or, if related to a legal matter, a law firm, in each case, selected by the Class A Members. The determination of such independent expert, and the Tax Return as completed by such expert, shall be final and binding on the Members, and the Tax Matters Member shall cause such final Tax Return to be filed; provided, that, if the Tax Return is required under Applicable Law to be filed prior to the date on which such independent expert makes its determination, the Tax Return shall be filed consistent with the positions set forth by the Tax Matters Member and will be amended by the Tax Matters Member to reflect the determination of such independent expert, as applicable. The Company shall bear the costs of the preparation and filing of its returns, including the fees of the independent expert.