Tax Matters Member. The Managing Member is hereby designated as the tax matters partner (the “Tax Matters Member”) of the Company for U.S. federal income tax purposes. The Tax Matters Member is authorized, but not required: (a) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (c) to intervene in any action brought by any other Member for judicial review of a final adjustment; (d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (e) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (f) to take any other action on behalf of the Members in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as such.
Appears in 8 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Clipper Realty Inc.), Limited Liability Company Agreement (Clipper Realty Inc.)
Tax Matters Member. A. The Managing Member is hereby designated as shall be the “tax matters partner (the “Tax Matters Member”) member” of the Company for U.S. federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the tax matters member shall furnish the IRS with the name, address and profit interest of each of the Members; provided, however, that such information is provided to the Company by the Members.
B. The Tax Matters Member tax matters member is authorized, but not required: :
(a1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member tax matters member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters member shall not have the authority to enter into a settlement agreement on behalf of such Member or (ii) who is a “notice partner” (as defined in Code Section 62316231 of the Code) or a member of a “notice group” (as defined in Code Section 6223(b)(2) of the Code)); ;
(b2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Membertax matters member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(c3) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(d4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(e5) to enter into an agreement with the IRS to extend the period for assessing any tax that which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(f6) to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member tax matters member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member tax matters member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof 7.7 shall be fully applicable to the Tax Matters Member tax matters member in its capacity as such.
C. The tax matters member shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters member in performing its duties as such (including legal and accounting fees) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Tax Matters Member. The Managing Member is hereby designated parties hereto agree to the designation of PBM Products, Inc. as the tax matters partner (the “Tax Matters Member”) ” of the Company for U.S. federal income to serve as the “tax purposesmatters partner” pursuant to Section 6231 of the Code with full power and authority to act on behalf of the Company and the Members in such capacity. Successor Tax Matters Members shall be appointed by the Manager. The Tax Matters Member shall promptly notify and keep all Members informed currently in writing as to the institution and status of any administrative or judicial tax proceedings with respect to the Company. The Tax Matters Member is authorized, but not required: , (a) to enter into any settlement with the IRS Internal Revenue Service (“IRS”) with respect to any administrative tax audit or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, Members except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulationsregulations thereunder) files a statement with the IRS providing that the Tax Matters Member shall did not have the authority to enter into a settlement agreement on behalf of such Member; provided, that the Tax Matters Member or (ii) may not enter into a settlement with the IRS on behalf of any Member who is a “notice partner” (as defined notifies the Tax Matters Member in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); writing that it will not be bound by such proposed settlement, (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; located or the United States Claims Court, (c) to intervene in any action brought by any other Member for judicial review of a final adjustment; , (d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; , (e) to enter into an agreement with the IRS to extend the period for assessing any tax that which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; , and (f) to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by Company shall reimburse the Tax Matters Member for all expenses, including legal and accounting fees incurred in connection with any such tax audit or judicial review proceeding with respect to the tax liability of the Members. Each Member who elects to participate in any administrative proceeding, except to the extent required as permitted by law, is a matter in the sole and absolute discretion Sections 6221 et seq. of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof Code, shall be fully applicable to the Tax Matters responsible for any expenses incurred by such Member in its capacity as suchconnection with such participation.
Appears in 2 contracts
Samples: Operating Agreement (PERRIGO Co PLC), Operating Agreement (PERRIGO Co PLC)
Tax Matters Member. (a) The Managing Member is hereby designated as shall be the “tax matters partner (the “Tax Matters Member”) partner” of the Company for U.S. federal income tax purposes. The Tax Matters tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 6.2. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns.
(b) The tax matters partner is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member tax matters partner may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section section 6231) or a member of a “notice group” (as defined in Code Section section 6223(b)(2)); ;
(bii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Membertax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member tax matters partner and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof 6.6 shall be fully applicable to the Tax Matters Member tax matters partner in its capacity as such.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wayne Farms, Inc.), Limited Liability Company Agreement (Wayne Farms, Inc.)
Tax Matters Member. (a) The Managing Member is hereby designated as shall be the “tax matters partner (the “Tax Matters Member”) member” of the Company for U.S. federal income tax purposes. The Tax Matters tax matters member shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters member in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 6.2. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters member in discharging its duties hereunder. At the request of any Non-Managing Member, the Managing Member agrees to inform such Non-Managing Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns.
(b) The tax matters member is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member tax matters member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); ;
(bii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Membertax matters member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member tax matters member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member tax matters member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof 6.6 shall be fully applicable to the Tax Matters Member tax matters member in its capacity as such.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Genesis Healthcare, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Tax Matters Member. (a) The Managing Member is hereby designated Manager shall serve as the tax matters partner (the “Tax Matters Member”) ” of the Company for U.S. federal income tax purposesunder the Code. Each Member, by the execution of this Agreement, consents to such designation of the Tax Matters Member and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.
(b) The Tax Matters Member is authorizedhereby authorized but, but unless required by the Code, not required: :
(ai) to enter into any settlement with the IRS Internal Revenue Service (“Service”) or the Secretary of the Treasury (“Secretary”) with respect to any administrative tax audit or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement which agreement the Tax Matters Member may expressly state that such agreement shall bind all the other Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulationsregulations thereunder) files a statement with the IRS Secretary providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or Member;
(ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business office is located; , or the United States Claims Court;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS Secretary at any time and, if any part of such request is not allowed by the IRSSecretary, to file an appropriate pleading (a petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS Service to extend the period for assessing any tax that which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or the Company in connection with any tax audit administrative or judicial review tax proceeding to the extent permitted by applicable law or regulations.
(c) The Company shall be liable for and indemnify and reimburse the Tax Matters Member for all out-of-pocket expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. Neither the Manager nor any other person shall have any obligation to provide funds for such purpose other than their proportionate share of such expenses as a Member of the Company. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as suchMember.
Appears in 2 contracts
Samples: Subscription Agreement (Comstock Holding Companies, Inc.), Subscription Agreement (Comstock Holding Companies, Inc.)
Tax Matters Member. (a) The Managing Charter Member is hereby designated shall serve as the "tax matters partner" of the Company for federal income tax purposes.
(b) Upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the tax matters partner (shall furnish the “Tax Matters Member”) IRS with the name, address, taxpayer identification number, and profit interest of each of the Members; PROVIDED that such information is provided to the Company for U.S. federal income tax purposesby the Members. The Tax Matters Member Members shall have the right at their expense to participate in any audits.
(c) Except as otherwise provided in this Agreement, the tax matters partner is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “"tax audit” " and such judicial proceedings being referred to as “"judicial review”"), and in the settlement agreement the Tax Matters Member tax matters partner may expressly state that such agreement shall bind all Members, except PROVIDED that no action shall be taken without the consent of the Board of Managers and such settlement agreement shall not bind any Member Member:
(iA) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Member or Member; or
(iiB) who is a “notice partner” "NOTICE PARTNER" (as defined in Code Section 62316231(a)(8) of the Code) or a member of a “notice group” "NOTICE GROUP" (as defined in Code Section 6223(b)(2) of the Code)); ;
(bii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “"final adjustment”") is mailed to the Tax Matters Membertax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Company’s 's principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS to extend the period for assessing any tax that which is attributable to any item required to be taken into account of by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member tax matters partner and the provisions relating to indemnification of the Managing Member Board of Managers set forth in Section 6.8 hereof 7.6 of this Agreement shall be fully applicable to the Tax Matters Member tax matters partner in its capacity as such.
(i) The tax matters partner shall receive no compensation for its services as such.
(ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company.
(iii) Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.
Appears in 1 contract
Tax Matters Member. (a) The Managing Member KKR 2006 Fund L.P. (or its designee that is hereby designated as a Member) shall be the “tax matters partner partner” of the Company for United States federal income tax purposes (the “Tax Matters Member”). Pursuant to Section 6223(c) of the Company for U.S. federal income tax purposes. Code, upon receipt of notice from the Internal Revenue Service (the “IRS”) of the beginning of an administrative proceeding with respect to the Company, the Tax Matters Member shall furnish the IRS with the name, address and profit interest of each of the Members provided , however , that such information is provided to the Tax Matters Member by the Members.
(b) The Tax Matters Member is authorizedshall, but not required: if and only if it receives the prior consent of the Board in accordance with Article VII, be permitted to:
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of the Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or ;
(ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; (d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(eiv) to enter into an agreement with the IRS to extend the period for assessing any tax that which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and ;
(fv) to take any other action on behalf of the Members in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by proceeding; and
(vi) the Tax Matters Member in connection with shall at the request of any such proceedingMember cause the Company to elect, except pursuant to the extent required by law, is a matter in the sole and absolute discretion Section 754 of the Tax Matters Member and Code, to adjust the basis of the Company’s property. For the avoidance of doubt, the provisions relating to indemnification of the Managing a Member set forth in Section 6.8 hereof Article VIII of this Agreement shall be fully applicable to the Tax Matters Member in its capacity as such. The Tax Matters Member shall receive no compensation for its services. All third party costs and expenses incurred by the Tax Matters Member in performing its duties as such (including legal and accounting fees and any out-of-pocket expenses) shall be borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting firm or other experts or consultants to assist the Tax Matters Member in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable. Notwithstanding anything to the contrary, the Tax Matters Member shall reasonably consult with the Members and their representatives (including their accountants) with respect to all tax matters. The Tax Matters Member shall keep the Members fully advised of the progress of any audit or other tax proceeding and shall, within five business days of receipt, supply the Members with copies of any written communications and notice of any oral communications received from the Internal Revenue Service, or other taxing authority, and shall, at least five business days prior to submitting any materials to the Internal Revenue Service, or other taxing authority, provide such materials to the Members for their approval, which approval shall not be unreasonably withheld. The Tax Matters Member shall also give Notice to the Members of its intention to meet with any representative of the Internal Revenue Service at least 10 days prior to such meeting (or promptly upon arranging such meeting if such meeting is arranged fewer than 10 days prior to such meeting), and shall provide the Members or their agents, legal counsel, employees or accountants with an opportunity to participate in such meeting (and shall inform any Members who do not participate in the meeting of the results of the meeting within five business days after such meeting). Nothing in this Section 11.2 shall be construed to restrict or otherwise limit the other Members’ rights to participate in any administrative or judicial proceeding in connection with any tax matters relating to the Company.
Appears in 1 contract
Tax Matters Member. A. The Managing Member is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Member”). The Tax Matters Member shall receive no compensation for its services. All third-party costs and expenses incurred by the Tax Matters Member in performing its duties as such (including legal and accounting fees and expenses) of shall be borne by the Company for U.S. federal income tax purposesin addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns.
B. The Tax Matters Member is authorized, but not required: :
(a1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); ;
(b2) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(c3) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(d4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(e5) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(f6) to take any other action on behalf of the Members or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 7.7 hereof shall be fully applicable to the Tax Matters Member in its capacity as such.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony Financial, Inc.)
Tax Matters Member. (a) The Managing Member is hereby designated Manager shall serve as the tax matters partner (the “Tax Matters Member”) ” of the Company for U.S. federal income tax purposesunder the Code. Each Member, by the execution of this Agreement, consents to such designation of the Tax Matters Member and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.
(b) The Tax Matters Member is authorizedhereby authorized but, but unless required by the Code, not required: :
(ai) to enter into any settlement with the IRS Internal Revenue Service (“Service”) or the Secretary of the Treasury (“Secretary”) with respect to any administrative tax audit or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement which agreement the Tax Matters Member may expressly state that such agreement shall bind all the other Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulationsregulations thereunder) files a statement with the IRS Secretary providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or Member;
(ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; , or the United States Claims Court;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS Secretary at any time and, if any part of such request is not allowed by the IRSSecretary, to file an appropriate pleading (a petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS Service to extend the period for assessing any tax that which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or the Company in connection with any tax audit administrative or judicial review tax proceeding to the extent permitted by applicable law or regulations.
(c) Xxxxxxxx shall be liable for and indemnify and reimburse the Tax Matters Member, to the extent it is not Xxxxxxxx, for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. Notwithstanding the foregoing, neither the Manager, if not Xxxxxxxx, nor any other person shall have any obligation to provide funds for such purpose other than their proportionate share of such expenses as a Member of the Company. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as suchMember.
Appears in 1 contract
Samples: Operating Agreement (Comstock Holding Companies, Inc.)
Tax Matters Member. (a) The Managing Charter Member is hereby designated shall serve as the “tax matters partner” of the Company for federal income tax purposes.
(b) Upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Company, the tax matters partner (shall furnish the “Tax Matters Member”) IRS with the name, address, taxpayer identification number, and profit interest of each of the Members; provided that such information is provided to the Company for U.S. federal income tax purposesby the Members. The Tax Matters Member Members shall have the right at their expense to participate in any audits.
(c) Except as otherwise provided in this Agreement, the tax matters partner is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member tax matters partner may expressly state that such agreement shall bind all Members, except provided that no action shall be taken without the consent of the Managing Member and such settlement agreement shall not bind any Member Member:
(iA) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Member or Member; or
(iiB) who is a “notice partner” (as defined in Code Section 62316231(a)(8) of the Code) or a member of a “notice group” (as defined in Code Section 6223(b)(2) of the Code)); ;
(bii) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Membertax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS to extend the period for assessing any tax that which is attributable to any item required to be taken into account of by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members or the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member tax matters partner and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof 7.5 of this Agreement shall be fully applicable to the Tax Matters Member tax matters partner in its capacity as such.
(d) (i) The tax matters partner shall receive no compensation for its services as such.
(ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company.
(iii) Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Company for such services is reasonable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Centerline Holding Co)
Tax Matters Member. The Managing Member (a) SFX-IDT N.A. Holding is hereby designated as the tax matters partner (the “Tax Matters Member”) of the Company for U.S. federal income tax purposes. The Tax Matters Member is authorizedhereby authorized and required to represent the Company at the direction of the Board (at the expense of the Company) in connection with all examinations of the affairs of the Company by any U.S. federal, but not required: state or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Company for professional services and reasonable costs associated therewith. The Board is permitted to change or otherwise designate the Tax Matters Member.
(ab) The Tax Matters Member shall take such action as might be reasonably necessary to enter into any settlement with cause each other eligible Member to become a “notice partner” within the meaning of Code Section 6231(a)(8). To the extent and in the manner provided by applicable Code sections and Regulations thereunder, the Tax Matters Member (i) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS with respect to any and (ii) shall keep the Members reasonably informed of all administrative or and judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and purposes. Notwithstanding anything in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant this Agreement to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to contrary, the Tax Matters Member, in its capacity as such, shall not, without the prior approval of the Initial Members, such approval not to seek judicial review be unreasonably withheld, conditioned or delayed, (i) extend the statute of such final adjustmentlimitations for the assessment of any tax, including the filing of (ii) file a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (c) to intervene in any action brought by any other Member for judicial review of a “final partnership administrative adjustment; ” within the meaning of Section 6226(a) of the Code, (diii) to file a request for an administrative adjustment with the IRS at any time andtax claim, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (e) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (f) to take any other action on behalf of the Company, in any court, (iv) submit any request for administrative adjustment on behalf of the Company, or (v) bind the Members in connection with to any tax audit or judicial review proceeding to the extent permitted by applicable law or regulationssettlement. The taking of any action and the incurring of any expense by the Tax Matters Member in connection shall notify the other Members within five Business Days after it receives notice from the IRS (or any state and local tax authority), of any administrative proceeding with respect to an examination of, or proposed adjustment to, any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as suchCompany tax items.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (SFX Entertainment, INC)
Tax Matters Member. (a) The Reliance Managing Member is hereby designated as shall be the “tax matters partner” of the Company for federal income tax purposes; provided that the tax matters partner shall consult with the REIT Managing Member and shall consider in good faith all comments from the REIT Managing Member. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the “Tax Matters Member”) of Company in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Company for U.S. federal income such services is reasonable.
(b) Unless otherwise provided for elsewhere in this Agreement, the tax purposes. The Tax Matters Member matters partner is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member or ;
(ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Membertax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; ;
(ciii) to intervene in any action brought by any other Member for judicial review of a final adjustment; ;
(div) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; ;
(ev) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and and
(fvi) to take any other action on behalf of the Members in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member Members set forth in Section 6.8 6.03 hereof shall be fully applicable to the Tax Matters Member tax matters partner in its capacity as such.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Reliance Real Estate Trust, LLC)
Tax Matters Member. (a) The Managing Member Manager is hereby designated as the tax matters partner (the “Tax Matters Member”) Member of the Company for U.S. federal income tax purposesas provided in Regulations pursuant to Code Section 6231. The Tax Matters Member is authorizedEach Member, but not required: (a) by the execution of this Agreement, consents to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment such designation of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may expressly state that be necessary or appropriate to evidence such agreement shall bind all Members, except that such settlement agreement shall not bind any Member consent.
(i) who (within To the time prescribed pursuant to extent and in the Code manner provided by applicable law and Treasury Regulations) files a statement with the IRS providing that , the Tax Matters Member shall not have furnish the authority name, address, profits interest and taxpayer identification number of each Member, including any successor to enter into a settlement agreement on behalf an Interest, to the Secretary of such Member the Treasury or his delegate (the "Secretary").
(ii) who is a “notice partner” (as defined in Code Section 6231) or a member The Tax Matters Member shall keep each Member informed of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative and judicial proceedings for the adjustment at the Company level of any item required to be taken into account by a Member for income tax purposes (such administrative proceeding referred to hereinafter as a “final adjustment”"tax audit" and such judicial proceeding referred to hereinafter as "judicial review").
(iii) is mailed to the The Tax Matters Member, to seek judicial review Member shall not enter into any agreement with the Internal Revenue Service which would result in any material change either in income as previously reported or in the allocation of Net Profits or Net Losses unless the Member provides the other Members with at least thirty (30) days written notice of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; proposed agreement.
(c) to intervene in any action brought by any other The Tax Matters Member for judicial review of a final adjustment; is hereby authorized, but not required:
(d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (ei) to enter into an agreement any settlement with the IRS to extend Internal Revenue Service or the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (f) to take any other action on behalf Secretary of the Members in connection Treasury (the "Secretary") with respect to any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by review, in which agreement the Tax Matters Member in connection with may expressly state that such agreement shall bind the other Members except that such settlement agreement shall not bind any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as such.who (within the
Appears in 1 contract
Samples: Limited Liability Company Agreement (Falcon Holding Group Lp)
Tax Matters Member. (a) The Managing Member is hereby designated as shall be the “tax matters partner (the “Tax Matters Member”) member” of the Company for U.S. federal income tax purposes. The Tax Matters tax matters member shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters member in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 6.2. Nothing herein shall be construed to restrict the Company from engaging an accounting firm to assist the tax matters member in discharging its duties hereunder. At the request of any Non-Managing Member, the Managing Member agrees to inform such Non-Managing Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns.
(b) The tax matters member is authorized, but not required: :
(ai) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Member tax matters member may expressly state that such agreement shall bind all Members, except that such settlement agreement shall not bind any Member (i) who (within the time prescribed pursuant to the Code and Treasury Regulations) files a statement with the IRS providing that the Tax Matters Member tax matters member shall not have the authority to enter into a settlement agreement on behalf of such Member (as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2)); (b) in the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located; (c) to intervene in any action brought by any other Member for judicial review of a final adjustment; (d) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (e) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and (f) to take any other action on behalf of the Members in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Member and the provisions relating to indemnification of the Managing Member set forth in Section 6.8 hereof shall be fully applicable to the Tax Matters Member in its capacity as such.Code
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)