Common use of Tax Matters Member Clause in Contracts

Tax Matters Member. The Manager, so long as it is a Member, shall serve as the “tax matters member” for federal income tax purposes. In the event the Manager is no longer a Member in the Company, the tax matters member shall be the Majority Interest owner from amongst the Class B Members. If the Majority Class B Member is unable or unwilling to serve, the tax matters member shall be appointed from amongst the remaining Members by a Majority of Interests of the Class A Members. The tax matters member is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The tax matters member shall have the final decision making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax matters member shall be reimbursed.

Tax Matters Member. The Manager, so long as it is a Member, shall serve Company and each Member hereby designate the Parent as the initial “tax matters memberpartner” for federal income tax purposespurposes of Code Section 6231(a)(7) (the “Tax Matters Member”). In The Tax Matters Member shall take reasonable action to cause each other Member to be treated as a “notice partner” within the event meaning of Section 6231(a)(8) of the Manager is no longer Code. All reasonable expenses incurred by a Member while acting in its capacity as Tax Matters Member shall be paid or reimbursed by the Company, the tax matters member Each Member shall be given at least five (5) business days advance notice from the Majority Interest owner from amongst the Class B Members. If the Majority Class B Tax Matters Member is unable or unwilling to serve, the tax matters member shall be appointed from amongst the remaining Members by a Majority of Interests of the Class A Memberstime and place of, and shall have the right to participate in (i) any material aspect of any administrative proceeding relating to the determination of partnership items at the Company level and (ii) any material discussions with the Internal Revenue Service relating to allocations pursuant to ARTICLE V of this Agreement. The tax matters member is authorized and required to represent Tax Matters Member shall not initiate any action or proceeding in any court, extend any statute of limitations, or take any other action contemplated by Sections 6222 through 6234 of the Code that would legally bind any other Member or the Company in connection with all examinations without approval of the Members, which approval may not be unreasonably withheld; provided, however, that, for this purpose, it shall not be unreasonable for a Member to withhold such approval if the action proposed to be taken could affect adversely such Member. The Tax Matters Member shall cause the Company’s affairs by tax authorities, including resulting administrative attorneys and judicial proceedings, accountants to confer with such other Member and its attorneys and accountants on any matters relating to expend Company funds for professional services and costs associated therewith. The tax matters member shall have the final decision making authority with respect to all federal income return or any tax matters involving the Company. The Members agree to cooperate with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax matters member shall be reimbursedelection.

Tax Matters Member. The Manager, so long as it is a Member, shall serve as the “tax matters member” for federal income tax purposes. In the event the Manager is no longer a Member in the Company, the tax matters member shall be the Majority Interest owner from amongst the Class B Members. If the Majority Class B Member is unable or unwilling to serve, the tax matters member shall be appointed from amongst the remaining Members by a Majority of Interests of the Class A Members. Paradyme Equities, LLC C-7 Company Agreement The tax matters member is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The tax matters member shall have the final decision making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax matters member shall be reimbursed.

Tax Matters Member. The Manager, so long as it is a Member, shall serve as the “tax matters member” for federal income tax purposes. In the event the Manager is no longer a Member in the Company, the tax matters member shall be the Majority Interest owner from amongst the Class B Members. If the Majority Class B Member is unable or unwilling to serve, the tax matters member shall be appointed from amongst the remaining Members by a Majority of Interests of the Class A Members. Paradyme Equities, LLC Company Agreement The tax matters member is authorized and required to represent the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The tax matters member shall have the final decision making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax matters member shall be reimbursed.