Common use of Tax Returns and Elections Clause in Contracts

Tax Returns and Elections. (a) The Tax Matters Member shall timely prepare, or cause to be prepared, at the expense of the Company, for each Allocation Year, federal, state and local tax returns required to be filed with respect to the Company. Each Member shall furnish to the Company and the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the tax returns to be timely prepared and filed. Not less than sixty (60) days prior to the due date (as extended) of the federal income tax return or any state or local income tax return with respect to the Company, the return proposed by the Tax Matters Member to be filed by the Company shall be furnished to the Members for review and approval. In addition, not more than ten (10) days after the date on which the Company files its federal income tax return or any state or local income tax return, a copy of the return so filed shall be furnished to the Members. (b) The Company, at its expense, shall cause to be delivered to each Member within the time period provided by applicable Law an Internal Revenue Service Form K-1 or a good faith estimate of the amounts to be included on such Internal Revenue Service Form K-1 for such Member and such other information as shall be necessary for the preparation and timely filing by the Members of their federal, state and local income and other tax returns. The Tax Matters Member shall deliver estimates at least 15 days prior to the due date for an estimated tax payment required under Section 6655 of the Code for a U.S. corporation whose taxable year ends December 31; provided that all Members taking their share of production in kind shall have provided to the Tax Matters Member, at least seven (7) Business Days prior to such 15 day period, the relevant revenue information relating to such production in kind for the period. (c) Upon request of the Management Board, the Tax Matters Member may make or revoke an election in accordance with Section 754 of the Code, so as to adjust the basis of any Company Property in the case of a distribution of property, within the meaning of Section 734 of the Code, and in the case of a Transfer of Membership Interests, within the meaning of Section 743 of the Code.

Tax Returns and Elections. (af) The Tax Matters Member shall timely prepare, or cause to be prepared, at the expense of the Company, for each Allocation YearYear (or part thereof), federal, state and local tax returns required to be filed with respect to the Company. Each Member shall furnish to the Company and the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the tax returns to be timely prepared and filed. Not less than sixty (60) 60 days prior to the due date (as extended) of the federal income tax return or any state or local income tax return with respect to the Company, the return proposed by the Tax Matters Member to be filed by the Company shall be furnished to the Members for review and approval. In addition, not more than ten (10) 10 days after the date on which the Company files its federal income tax return or any state or local income tax return, a copy of the return so filed filed, or finalized, shall be furnished to the Members. (bg) The Company, at its expense, shall cause to be delivered to each Member within the time period provided by applicable Law an Internal Revenue Service Form K-1 or a good faith estimate of the amounts to be included on such Internal Revenue Service Form K-1 for such Member and such other information as shall be necessary (including a statement for that year of each Member’s share of Net Profits, Net Losses and other items allocated to such Member) for the preparation and timely filing by the Members of their federal, state and local income and other tax returns. The . (h) Upon request from any Member, the Tax Matters Member shall deliver estimates of income and expense information at least 15 days prior to the due date for an estimated tax payment Active 14598351.7 33 required under Section 6655 of the Code for a U.S. corporation whose taxable year ends December 31; provided that all Members taking their share of production in kind shall have provided to the Tax Matters Member, at least seven (7) Business Days prior to such 15 day period, the relevant revenue information relating to such production in kind for the period. (ci) Upon request of The Tax Member shall make the Management Board, following elections on the Tax Matters Member may appropriate tax returns: (i) to make or revoke an election in accordance with under Section 754 of the Code, so as Code and the Treasury Regulations promulgated thereunder to adjust the basis of any Company Property in the case of a distribution of property, within the meaning of Section 734 bases of the Code, Assets under Sections 734 and in the case of a Transfer of Membership Interests, within the meaning of Section 743 of the Code; (ii) to elect to deduct the organizational expenses of the Company as permitted by Section 709(b) of the Code; (iii) to elect to deduct the start-up expenditures of the Company as permitted by Section 195(b) of the Code; and (iv) any other election the Tax Member may deem appropriate and in the best interest of the Company and the Members.

Tax Returns and Elections. (a) The Tax Matters Member shall timely prepare, or cause to be prepared, at the expense of the Company, for each Allocation YearFiscal Year (or part thereof), federal, state and local tax returns required to be filed with respect to the Company. Each Member shall furnish to the Company and the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the tax returns to be timely prepared and filed. Not less than sixty (60) days prior to the due date (as extended) of the federal income tax return or any state or local income tax return with respect to the Company, the return proposed by the Tax Matters Member to be filed by the Company shall be furnished to the Members for review and approval. In addition, not more than ten (10) days after the date on which the Company files its federal income tax return or any state or local income tax return, a copy of the return so filed shall be furnished to the Members. (b) The Company, at its expense, shall cause to be delivered to each Member within the time period provided by applicable Law an Internal Revenue Service Form K-1 or a good faith estimate of the amounts to be included on such Internal Revenue Service Form K-1 for such Member and such other information as shall be necessary (including a statement for that year of each Member’s share of Net Profits, Net Losses and other items allocated to such Member) for the preparation and timely filing by the Members of their federal, state and local income and other tax returns. The Tax Matters Member shall deliver estimates of Net Profits and Net Losses of the Company at least 15 days prior to the due date for an estimated tax payment required under Section 6655 of the Code for a U.S. corporation whose taxable year ends December 31; provided that all Members taking their share of production in kind shall have provided to the Tax Matters Member, at least seven (7) Business Days prior to such 15 day period, the relevant revenue information relating to such production in kind for the period. (c) Upon request of the The Management Board, the Tax Matters Member Board may make or revoke an election in accordance with Section 754 of the Code, so as to adjust the basis of any Company Property Assets in the case of a distribution of property, within the meaning of Section 734 of the Code, and in the case of a Transfer of Membership Member Interests, within the meaning of Section 743 of the Code.

Tax Returns and Elections. (a) The Tax Matters Member Board of Directors shall timely prepare, or cause to be prepared, at the expense of prepared and filed all necessary U.S. federal and state income tax returns for the Company, for each Allocation including making any tax elections. At the Company’s expense, the Board of Directors, within 120 days of the close of the Fiscal Year, shall use good faith efforts to furnish to each Member that was a Member during such Fiscal Year a Schedule K-1 and such other tax information reasonably required for U.S. federal, state state, and local income tax returns required reporting purposes. The Company shall use commercially reasonable efforts to provide to each Person that was a Member during the Fiscal Year by May 15th of such Fiscal Year, with an estimate of the taxable income, gains, deductions, losses, and other items of such Person to be filed reflected on the Schedule K-1 of such Person for the prior Fiscal Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns, provided that any costs or expenses with respect to the Company. Each Member foregoing shall furnish to the Company and the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the tax returns to be timely prepared and filed. Not less than sixty (60) days prior to the due date (as extended) of the federal income tax return or any state or local income tax return with respect to the Company, the return proposed borne by the Tax Matters Member to be filed by the Company shall be furnished to the Members for review and approval. In addition, not more than ten (10) days after the date on which the Company files its federal income tax return or any state or local income tax return, a copy of the return so filed shall be furnished to the Membersrequesting Member. (b) The Company, at its expense, Board of Directors shall (i) make (or cause to be delivered make) any available election pursuant to each Member within the time period provided by applicable Law an Internal Revenue Service Form K-1 or a good faith estimate of the amounts to be included on such Internal Revenue Service Form K-1 for such Member and such other information as shall be necessary for the preparation and timely filing by the Members of their federal, state and local income and other tax returns. The Tax Matters Member shall deliver estimates at least 15 days prior to the due date for an estimated tax payment required under Section 6655 754 of the Code (and any similar election for state or local tax purposes) for the Company and each direct or indirect Subsidiary that is treated as a partnership for U.S. corporation whose federal income tax purposes and over 50% owned and controlled by the Company, in each case, for the taxable year ends December 31; provided that all Members taking their share includes FA Acquisition’s acquisition of production in kind shall have provided the Acquired Units, (ii) for the taxable year of the Company that includes the date of FA Acquisition’s acquisition of the Acquired Units, elect to use the “interim closing method” and calendar day convention under Section 706 of the Code and the Treasury Regulations promulgated thereunder for purposes of making allocations to the Tax Matters Member, at least seven Members; and (7iii) Business Days prior to such 15 day period, any other available election that the relevant revenue information relating to such production in kind for the periodBoard of Directors deems appropriate. (c) Upon request of the Management Board, the Tax Matters No Member may make or revoke an election in accordance with Section 754 for the Company to be excluded from the application of the Code, so as to adjust the basis provisions of any Company Property in the case subchapter K of a distribution chapter 1 of property, within the meaning of Section 734 subtitle A of the CodeCode or any similar provisions of applicable state Law, and in the case no provision of a Transfer of Membership Interests, within the meaning of Section 743 of the Codethis Agreement shall be construed to sanction or approve such an election.

Tax Returns and Elections. (a) The Tax Matters Member shall timely prepare, or cause to be prepared, at the expense of the Company, for each Allocation YearFiscal Year (or part thereof), federal, state and local tax returns required to be filed with respect to the Company. Each Member shall furnish to the Company and the Tax Matters Member all pertinent information in its possession relating to the Company’s operations that is necessary to enable the tax returns to be timely prepared and filed. Not less than sixty (60) days prior to the due date (as extended) of the federal income tax return or any state or local income tax return with respect to the Company, the return proposed by the Tax Matters Member to be filed by the Company shall be furnished to the Members for review and approval. In addition, not more than ten (10) days after the date on which the Company files its federal income tax return or any state or local income tax return, a copy of the return so filed shall be furnished to the Members. (b) The Company, at its expense, shall cause to be delivered to each Member within the time period provided by applicable Law an Internal Revenue Service Form K-1 or a good faith estimate of the amounts to be included on such Internal Revenue Service Form K-1 for such Member and such other information as shall be necessary (including a statement for that year of each Member’s share of Net Profits, Net Losses and other items allocated to such Member) for the preparation and timely filing by the Members of their federal, state and local income and other tax returns. The Tax Matters Member shall deliver estimates of Net Profits and Net Losses of the Company at least 15 days prior to the due date for an estimated tax payment required under Section 6655 of the Code for a U.S. corporation whose taxable year ends December 31; provided that all Members taking their share of production in kind shall have provided to the Tax Matters Member, at least seven (7) Business Days prior to such 15 day period, the relevant revenue information relating to such production in kind for the period. (c) Upon request of the The Management Board, the Tax Matters Member Board may make or revoke an election in accordance with Section 754 of the Code, so as to adjust the basis of any Company Property Assets in the case of a distribution of property, within the meaning of Section 734 of the Code, and in the case of a Transfer of Membership Member Interests, within the meaning of Section 743 of the Code.