Common use of Tax Returns and Tax Elections Clause in Contracts

Tax Returns and Tax Elections. (a) The Company’s accountants shall prepare all federal, state and local tax returns of the Company for each year for which such returns are required to be filed. The Managing Member, in his or its sole discretion, shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns. The Managing Member, in its sole discretion, may cause the Company to make or refrain from making any and all elections permitted by such tax laws, provided that the Company shall make an election under Section 754 of the Code promptly following the date hereof. (b) Each Member agrees that, in respect of any year in which he has or had any interest in the Company, he shall not (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Company in a manner inconsistent with the treatment of such item by the Company as reflected on the Form K-1 or other information statement furnished by the Company to such Member for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based upon, or that would result in, such inconsistent treatment unless such Member has been advised by counsel that treating such item in a manner consistent with the treatment of such item by the Company would subject such Member to penalties under the Code. (c) The Managing Member, or a Person designated by the Managing Member who is a Member, shall be the Company’s Tax Matters Partner (as that term is defined in Section 6231(a)(7) of the Code) in the event of an income tax audit of any Company return. To the extent the Company is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the Company, and to enter into a settlement agreement within the meaning of Section 6224(c)(1) of the Code (or comparable provisions under state or local Law) to which each Member agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the Company. The Tax Matters Partner shall be authorized to carry out on behalf of the Company and at the Company’s expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.

Tax Returns and Tax Elections. (a) The Company’s accountants shall prepare all federal, state and local tax returns of the Company for each year for which such returns are required to be filed. The Managing Member, in his or its sole discretion, shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns. The Managing Member, in its sole discretion, may cause the Company to make or refrain from making any and all elections permitted by such tax laws, provided that the Company shall make an election under Section 754 of the Code promptly following the date hereof, which election shall not be revoked without the consent of M&N Group Holdings. (b) Each Member agrees that, in respect of any year in which he it has or had any interest in the Company, he it shall not (i) treat, on his its individual income tax returns, any item of income, gain, loss, deduction or credit relating to his its interest in the Company in a manner inconsistent with the treatment of such item by the Company as reflected on the Form K-1 or other information statement furnished by the Company to such Member for use in preparing his its income tax returns or (ii) file any claim for refund relating to any such item based upon, or that would result in, such inconsistent treatment unless such Member has been advised by counsel that treating such item in a manner consistent with the treatment of such item by the Company would subject such Member to penalties under the Code. (c) The Managing Member, or a Person designated by the Managing Member who is a Member, shall be the Company’s “Tax Matters Partner Partner” (as that term is defined in Section 6231(a)(7) of the Code) in the event of an income tax audit of any Company return. To the extent the Company is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the Company, and to enter into a settlement agreement within the meaning of Section 6224(c)(1) of the Code (or comparable provisions under state or local Law) to which each Member agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the Company. The Tax Matters Partner shall be authorized to carry out on behalf of the Company and at the Company’s expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.

Tax Returns and Tax Elections. (a) The Company’s Partnership's accountants shall prepare all federal, state and local tax returns of the Company Partnership for each year for which such returns are required to be filed. The Managing MemberPartner, in his or its sole discretion, shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company Partnership or any other method or procedure related to the preparation of such tax returns. The Managing MemberPartner, in its his sole discretion, may cause the Company Partnership to make or refrain from making any and all elections permitted by such tax laws, provided that the Company shall make laws (including without limitation an election under Section 754 of the Code promptly following the date hereofCode). (b) Each Member Partner agrees that, in respect of any year in which he has or had any interest in the CompanyPartnership, he shall not (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Company partnership in a manner inconsistent with the treatment of such item by the Company Partnership as reflected on the Form K-1 or other information statement furnished by the Company Partnership to such Member Partner for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based upon, or that which would result in, such inconsistent treatment unless such Member Partner has been advised by counsel that treating such item in a manner consistent with the treatment of such item by the Company Partnership would subject such Member Partner to penalties under the Code. (c) The Managing Member, or a Person designated by the Managing Member who is a Member, Partner shall be the Company’s Tax Matters Partner (as that term is defined in Section 6231(a)(7) of the Code) . In that capacity, in the event of an income tax audit of any Company Partnership return. To , to the extent the Company Partnership is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the CompanyPartnership, and to enter into a settlement agreement within the meaning of Section 6224(c)(16224(c)(l) of the Code (or comparable provisions under state or local Lawlaw) to which each Member Partner agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the CompanyPartnership. The Tax Matters Partner shall be authorized to carry out on behalf of the Company Partnership and at the Company’s Partnership's expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.

Tax Returns and Tax Elections. (a) The Company’s accountants shall prepare all federal, state and local tax returns of the Company for each year for which such returns are required to be filed. The Managing Member, in his or its sole discretion, shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns. The Managing Member, in its sole discretion, may cause the Company to make or refrain from making any and all elections permitted by such tax laws, provided that the Company shall make an election under Section 754 of the Code promptly following the date hereofhereof to the extent it does not already have a Code Section 754 in place. (b) Each Member agrees that, in respect of any year in which he has or had any interest in the Company, he shall not (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Company in a manner inconsistent with the treatment of such item by the Company as reflected on the Form K-1 or other information statement furnished by the Company to such Member for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based upon, or that would result in, such inconsistent treatment unless such Member has been advised by counsel that treating such item in a manner consistent with the treatment of such item by the Company would subject such Member to penalties under the Code. (c) The Managing Member, or a Person designated by the Managing Member who is a Member, shall be the Company’s Tax Matters Partner (as that term is defined in Section 6231(a)(7) of the Code) in the event of an income tax audit of any Company return. To the extent the Company is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the Company, and to enter into a settlement agreement within the meaning of Section 6224(c)(1) of the Code (or comparable provisions under state or local Law) to which each Member agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the Company. The Tax Matters Partner shall be authorized to carry out on behalf of the Company and at the Company’s expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.DB1/ 109886103.10

Tax Returns and Tax Elections. (a) The Company’s Partnership's accountants shall prepare all federal, state and local tax returns of the Company Partnership for each year for which such returns are required to be filed. The Managing MemberPartner, in his or its sole discretion, shall determine the accounting methods and conventions under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company Partnership or any other method or procedure related to the preparation of of-such tax returns. The Managing MemberPartner, in its his sole discretion, may cause the Company Partnership to make or refrain from making any and all elections permitted by such tax laws, provided that the Company shall make laws (including without limitation an election under Section 754 of the Code promptly following the date hereofCode). Upon request of a General Partner, each Partner agrees to provide to such General Partner information regarding its adjusted tax basis in its Partnership interest along with documentation substantiating such amount. (b) Each Member Partner agrees that, in respect of any year in which he has or had any interest in the CompanyPartnership, he shall not (i) treat, on his individual income tax returns, any item of income, gain, loss, deduction or credit relating to his interest in the Company Partnership in a manner inconsistent with the treatment of such item by the Company Partnership as reflected on the Form K-1 K-l or other information statement furnished by the Company Partnership to such Member Partner for use in preparing his income tax returns or (ii) file any claim for refund relating to any such item based upon, or that which would result in, such inconsistent treatment unless such Member Partner has been advised by counsel that treating such item in a manner consistent with the treatment of such item by the Company Partnership would subject such Member Partner to penalties under the Code. (c) The Managing Member, or a Person designated by the Managing Member who is a Member, Partner shall be the Company’s Tax Matters Partner (as that term is defined in Section 6231(a)(7) of the Code) . In that capacity, in the event of an income tax audit of any Company Partnership return. To , to the extent the Company Partnership is treated as an entity for purposes of the audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for and represent the CompanyPartnership, and to enter into a settlement agreement within the meaning of Section 6224(c)(1) of the Code (or comparable provisions under state or local Lawlaw) to which each Member Partner agrees to be bound. All expenses incurred in connection with any such audit shall be expenses of the CompanyPartnership. The Tax Matters Partner shall be authorized to carry out on behalf of the Company Partnership and at the Company’s Partnership's expense all acts appropriate to such designation with respect to federal, state and local taxing authorities.