Tax Returns; Tax Elections. Until the Closing Cash Proceeds is finally determined pursuant to Section 3.03 and any disputes described in Section 3.03 are fully resolved, Parent and its Affiliates (including, after the Closing, the Company and its Subsidiaries) will not, without Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed) (a) file or amend any Tax Returns with respect to the Company or its Subsidiaries for a Pre-Closing Tax Period in a manner inconsistent with past practice unless such past practice was not permitted under applicable Law or file in a jurisdiction where the Company and its Subsidiaries have not historically filed Tax Returns, (b) make, revoke or change any election with respect to the Company and its Subsidiaries that has retroactive effect to any Pre-Closing Tax Period, (c) compromise, concede or settle any Tax liability of the Company and its Subsidiaries, (d) initiate discussions or examinations with any Tax authority or voluntarily approach any Tax authority with respect to any Pre-Closing Tax Period or Taxes attributable to a Pre-Closing Tax Period, or (e) change any Tax annual accounting period or adopt or change any Tax accounting method of the Company and its Subsidiaries if, in each case, such election or action could affect the calculation of 91 Closing Working Capital hereunder, the Tax liability of the Unitholder or the Optionholders or the amounts to be received by the Unitholder or the Optionholders under this Agreement (unless Parent agrees to disregard such election or action in calculating Indebtedness, Closing Working Capital, and the Closing Cash Proceeds).
Tax Returns; Tax Elections. The Members hereby designate CWI as tax matters partner (the “Tax Matters Partner”) as defined in Section 6231(a)(7) of the Code, and the Members will take such actions as may be necessary, appropriate, or convenient to effect the designation of such Tax Matters Partner. The Tax Matters Partner and the other Member shall use their reasonable efforts to comply with the responsibilities outlined in this Article 12 and in Section 6231 of the Code (including any Regulations promulgated thereunder). CWI shall use its reasonable efforts to cause to be prepared and shall timely file all Company Tax Returns and shall furnish copies thereof to the Members promptly after the filing thereof. CWI shall cause the Company to retain a certified public accountant to prepare such Tax Returns and filings. CWI shall file all certificates, notices, statements or other instruments required by law on behalf of the Company. CWI shall have the right, in its sole and absolute discretion to change the taxable year or any accounting method of the Company.
Tax Returns; Tax Elections. The Manager shall cause to be prepared (by the Company Accountant) and filed all necessary federal and state tax returns (including amended tax returns) and related filings for the Company. The Manager shall provide the Members for review all income tax returns at least forty five (45) days prior to filing. All material tax elections shall be made or revoked by Unanimous Approval of the Members. Each Member shall furnish to the Company all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s tax returns to be prepared and filed. The Company shall furnish preliminary pertinent information (which information shall be an estimate based on the information available to the Company at such time) to the Members that is necessary to determine amounts includable on their tax returns with respect to the Company not later than sixty (60) days after the end of the Taxable Year and shall deliver to the Members a final version of such information, including Schedule K-1s, not later than thirty (30) days prior to the due date of the Company federal income tax return (including any extension). Copies of all income tax returns shall be furnished to the Members upon preparation. With respect to tax-related matters requiring Unanimous Approval of Members that are not contained in Schedule 6.3, the Members shall cooperate in good faith to reach a consensus on all matters requiring Unanimous Approval.
Tax Returns; Tax Elections. The General Partner shall, at the expense of the Partnership, prepare and file, or shall cause to be prepared and filed, all U.S. federal, state and local income and other tax returns required to be filed by the Partnership. The General Partner shall determine the accounting methods and conventions to be used in the preparation of the Partnership’s tax returns and shall make any and all elections under the tax laws of the United States and any other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Partnership, or any other method or procedure related to the preparation of the Partnership’s tax returns; provided, however, that neither the Partnership, nor the General Partner on behalf of the Partnership, shall make an election to exclude the Partnership from the provisions of subchapter K of the Code or to have the Partnership treated as an entity other than a partnership. Each Limited Partner shall be responsible for preparing and filing all tax returns required to be filed by such Limited Partner.
Tax Returns; Tax Elections. MHG shall cause to be prepared and filed, at the expense of the Company, all required state and federal informational tax returns for the Company on or before the date that such returns are due, and shall cause to be prepared and delivered to the other Member, by March 15 of each year, all completed informational returns due to the Members, including without limitation, K-1 forms. All expenses incurred in connection with the above shall be borne by the Company. Except as otherwise expressly provided herein, MHG, subject to the consent of SWA (which consent shall not be unreasonably withheld) shall make all applicable elections, determinations and other decisions under the Code (or any other federal or state law), including without limitation, the deductibility of a Company’s tax return, and shall approve, subject to the consent of SWA (which consent shall not be unreasonably withheld) the settlement or compromise of all audit matters raised by the Internal Revenue Service or other taxing authority affecting the Members generally. The Members each shall take reporting positions on their respective federal, state and local income tax returns consistent with the positions determined for the Company in accordance with the foregoing consent requirements.
Tax Returns; Tax Elections. The Members hereby designate CWI Member as tax matters partner (the “Tax Matters Partner”) as defined in Section 6231(a)(7) of the Code, and the Members will take such actions as may be necessary, appropriate, or convenient to effect the designation of such Tax Matters Partner. The Tax Matters Partner and the other Members shall use their best efforts to comply with the responsibilities outlined in this Section and in Section 6231 of the Code (including any Regulations promulgated thereunder). CWI Member shall use its reasonable best efforts to cause to be prepared and shall timely file all Company Tax Returns (e.g., Federal, state and local (if any) returns of income for said Fiscal Year, with Schedule K-1 attached to the Federal return) and shall furnish copies thereof to the Members promptly after the filing thereof. CWI Member shall cause the Company to retain a certified public accountant to prepare such Tax Returns and filings. CWI Member shall file all certificates, notices, statements or other instruments required by law on behalf of the Company, including all Federal, state and local Tax Returns. CWI Member shall have the right, in its sole and absolute discretion to change the taxable year or any accounting method of the Company, subject only to the requirements of the Loan Documents.
Tax Returns; Tax Elections. The Members hereby designate CW Member as tax matters partner (the “Tax Matters Partner”) as defined in Section 6231(a)(7) of the Code, and the Members will take such actions as may be necessary, appropriate, or convenient to effect the designation of such Tax Matters Partner. The Tax Matters Partner and the other Members 57 shall use their best efforts to comply with the responsibilities outlined in this section and in Section 6231 of the Code (including any Regulations promulgated thereunder). CW Member shall cause to be prepared and shall timely file all Company Tax Returns, shall cause each Subsidiary (whether via Manager or the applicable Hotel manager) to prepare and timely file all Subsidiary Tax Returns and shall furnish copies thereof to the Members promptly after the filing thereof. CW Member shall cause each of the Company and the Subsidiaries to retain a certified public accountant to prepare such Tax Returns and filings. CW Member shall file all certificates, notices, statements or other instruments required by law on behalf of the Company and shall cause each Subsidiary (whether via Manager or the applicable Hotel manager) to file the same, including all Federal, state and local Tax Returns. CW Member shall have the right, in its sole and absolute discretion to change the taxable year or any accounting method of the Company and/or its Subsidiaries, subject only to the requirements of the Existing Loan Documents.
Tax Returns; Tax Elections. The Members hereby designate CWI Member as tax matters partner (the “Tax Matters Partner”) as defined in Section 6231(a)(7) of the Code, and the Members will take such actions as may be necessary, appropriate, or convenient to effect the designation of such Tax Matters Partner. The Tax Matters Partner and the other Members shall use their best efforts to comply with the responsibilities outlined in this section and in Section 6231 of the Code (including any Regulations promulgated thereunder). CWI Member shall use its reasonable best efforts to cause to be prepared and shall timely file all Company Tax Returns, shall use its reasonable best efforts to cause the TRS SUB (whether via Managing Member or the Operator) to prepare and timely file all TRS SUB Tax Returns and shall furnish copies thereof to the Members promptly after the filing thereof. CWI Member shall cause each of the Company and the TRS SUB to retain a certified public accountant to prepare such Tax Returns and filings. CWI Member shall file all certificates, notices, statements or other instruments required by law on behalf of the Company and shall cause the TRS SUB to file the same, including all Federal, state and local Tax Returns. CWI Member shall have the right, in its sole and absolute discretion to change the taxable year or any accounting method of the Company and/or the TRS SUB, subject only to the requirements of the Loan Documents.
Tax Returns; Tax Elections. (a) The Members hereby designate CWI as tax matters partner (the “Tax Matters Partner”) as defined in Section 6231(a)(7) of the Code, and the Members will take such actions as may be necessary, appropriate, or convenient to effect the designation of such Tax Matters Partner. The Tax Matters Partner and the other Members shall use their reasonable best efforts to comply with the responsibilities outlined in this section and in Section 6231 of the Code (including any Regulations promulgated thereunder). The Tax Matters Partner shall promptly furnish the Internal Revenue Service with information, if any, sufficient to cause FHR to be treated as a “notice partner” as defined in Section 6231(a)(8) of the Code. The Tax Matters Partner shall not bind FHR to a closing agreement or settlement agreement without FHR’s prior written consent. The Tax Matters Partner shall keep FHR reasonably informed as to the status of any audit of the Company’s tax affairs and as to the status of any other tax proceedings involving the Company. The Tax Matters Partner shall use its reasonable best efforts to cause to be prepared and shall timely file all Company Tax Returns, shall use its reasonable best efforts to cause the TRS SUB (whether via Managing Member or the Operator) to prepare and timely file all TRS SUB Tax Returns and shall furnish copies thereof to the Members promptly after the filing thereof. CWI shall cause each of the Company and the TRS SUB to retain a certified public accountant to prepare such Tax Returns and filings and shall provide drafts of any tax returns of the Company and any Schedule K-1s (or state equivalent) to the Members at least ten (10) days before filing for the Member’s review, comments and approval. The Tax Matters Partner shall file all certificates, notices, statements or other instruments required by law on behalf of the Company and shall cause the TRS SUB to file the same, including all Federal, state and local Tax Returns; provided, however, that the Members (and their accounting firms) shall have the right to review and provide reasonable comments to any such Tax Returns, and the Tax Matters Partner shall consider such comments in good faith, prior to causing such returns to be filed; provided, further, that if the Tax Matters Partner does not accept the proposed changes after good faith discussions, the Members may report inconsistently with the Tax Returns prepared by The Tax Matters Partner so long as such Member discloses such inconsis...
Tax Returns; Tax Elections. With respect to the Business, the Acquired Assets and the Fee Properties, and except as set forth on Schedule 6(l) of the Disclosure Schedules (regardless if scheduled herein, all Taxes for pre-Closing Date periods (or pre-Fee Property Closing Date periods with respect to the Fee Properties) shall remain a liability of Sellers):
