Common use of Tax Returns; Tax Matters Partner Clause in Contracts

Tax Returns; Tax Matters Partner. (a) The Administrative Member shall cause all tax returns of the Venture and its Subsidiaries to be timely prepared so that they may be filed with the applicable government authorities within allowable time periods, including extensions, which tax returns (including any tax returns described in Section 41 of the Conveyance Agreement, other than those tax returns that relate to Pre-Closing Tax Periods (as such term is defined in the Conveyance Agreement), which tax returns shall be subject to the provisions of Section 41 of the Conveyance Agreement) shall not be filed until the Managing Member consents to such filing and shall provide to any Member such other information as may be reasonably requested by such Member relating to the Venture’s tax matters. In furtherance of the foregoing the Administrative Member shall, as soon as practicable, cause to be submitted drafts of all income tax returns (including all related schedules and exhibits and upon request, copies of all supporting work papers) to the Managing Member for its consent to the filing of such returns, which materials shall be provided both at least 30 days prior to the required filing date and prior to filing such income tax returns. In addition, the Administrative Member shall cause to be provided to the Managing Member: (1) within 25 days after the end of each calendar quarter, an estimate of the Venture’s gross assets as of such quarter-end and gross income for the year through such quarter-end as determined for purposes of Section 856(c) of the Code, (2) at least 5 Business Days prior to each quarterly estimated tax payment date for calendar year corporations, an estimate of the Managing Member’s share of the Venture’s taxable income or loss with respect to such calendar quarter, and (3) within 25 days after the end of each taxable year, estimated information necessary for such Member to prepare any required 1099-DIV forms. Notwithstanding the above, the Administrative Member will cause to be provided to each Member (i) estimates of its IRS Schedule K-1 items with respect to each taxable year within 20 days after the end of such taxable year and (ii) a final IRS Schedule K-1 with respect to each taxable year no later than June 15th following such taxable year.

Tax Returns; Tax Matters Partner. (a) The Administrative Member Board shall cause all tax returns of the Venture and its Subsidiaries to be timely prepared so that they may be filed with the applicable government authorities within allowable time periods, including extensions, which tax returns (including any tax returns described in Section 41 of the Conveyance Agreement, other than those tax returns that relate to Pre-Closing Tax Periods (as such term is defined in the Conveyance Agreement), which tax returns shall be subject to the provisions of Section 41 of the Conveyance Agreement) shall not be filed until the Managing Member consents to such filing and shall provide to any Member such other information as may be reasonably requested by such Member relating to the Venture’s tax matters. In furtherance of the foregoing the Administrative Member shall, as soon as practicable, cause to be submitted drafts of all income tax returns (including all related schedules required to be prepared and exhibits and upon request, copies of all supporting work papers) to timely filed by the Managing Member for its consent to Company with the filing of such returns, which materials appropriate taxing authorities. The Board shall be provided both at least 30 days prior to the required filing date and prior to filing such income tax returns. In addition, the Administrative Member shall also cause to be provided prepared Schedules K-1 to Form 1065 or similar schedules showing the amount of Company income, gain, loss, deduction or credit allocated or charged to such Member pursuant hereto and the amount of any distributions made to such Member during such Fiscal Year, and shall use reasonable efforts to deliver such tax returns and schedules to the Managing Member: Members within seventy-five (175) within 25 days after the end of each calendar quarterthe Fiscal Year. All Members shall provide to the Company within ten (10) days after the date requested any and all information needed by the Company in order to prepare properly the income tax returns for the Company in accordance with the effective applicable rules and regulations pertaining thereto. NexGen is hereby designated as "Tax Matters Partner" ("TMP") for federal tax purposes and the TMP shall have the authority to represent the Company and the Members in this regard. The Members agree to cooperate with the Tax Matters Partner with respect to the conduct of any proceedings regarding tax matters. Notwithstanding the foregoing, an estimate the Tax Matters Partner shall not have any authority to change any tax returns, compromise any position of the Venture’s gross assets Company with the Internal Revenue Service or otherwise bind the Company or any Member unless Approved by the Members. The Tax Matters Partner will promptly give each Member copies of any notices or correspondence received in his role as such and shall promptly notify each Member of such quarter-end and gross income for give the year through such quarter-end as determined for purposes of Section 856(cMembers owning at least ten percent (10%) of the CodeVoting Units an opportunity to participate in and have full and complete access and input to any and all proceeding, (2) at least 5 Business Days prior filings, or other matters arising in connection with said role. The Tax Matters Partner may be removed and replaced by the Members. In the event the Company has been dissolved and wound up, or is otherwise unable to fund expenses incurred in a proceeding concerning tax matters, each quarterly estimated tax payment date Member shall be responsible for calendar year corporationsits pro-rata share of any and all amounts reasonably incurred by the Tax Matters Partner in any such proceeding, an estimate based on the percentage ownership of the Managing Member’s share Members at the time, or as such interests existed at the time of dissolution of the Venture’s taxable income Company, if applicable. The Members (or loss with respect to former members, in the case where the Company has been dissolved and wound up), shall immediately pay such calendar quarter, and (3) within 25 days after amounts upon request of the end of each taxable year, estimated information necessary for such Member to prepare any required 1099-DIV forms. Notwithstanding the above, the Administrative Member will cause to be provided to each Member (i) estimates of its IRS Schedule K-1 items with respect to each taxable year within 20 days after the end of such taxable year and (ii) a final IRS Schedule K-1 with respect to each taxable year no later than June 15th following such taxable yearTax Matters Partner.

Tax Returns; Tax Matters Partner. (a) The Administrative Managing Member shall cause all tax returns of the Venture and its Subsidiaries to be timely prepared so that they may be filed with the applicable government authorities within allowable time periods, including extensions, which tax returns (including any tax returns described in Section 41 of the Conveyance Agreement, other than those tax returns that relate to Pre-Closing Tax Periods (as such term is defined in the Conveyance Agreement), which tax returns shall be subject to the provisions of Section 41 of the Conveyance Agreement) shall not be filed until the Managing Member consents to such filing extensions and shall provide to any Member such other information as may be reasonably requested by such Member relating to the Venture’s tax matters. In furtherance of the foregoing the Administrative Member shall, as soon as practicable, cause to be submitted drafts of all income tax returns (including all related schedules and exhibits and upon request, copies of all supporting work papers) to the Managing Member for its consent to the filing of such returns, which materials shall be provided both at least 30 days prior to the required filing date and prior to filing such income tax returns. In addition, the Administrative Managing Member shall cause to be provided to the Managing MemberMembers: (1) within 25 days after the end of each calendar quarter, an estimate of the Venture’s gross assets as of such quarter-end and gross income for the year through such quarter-end as determined for purposes of Section 856(c) of the Code, (2) at least 5 Business Days prior to each quarterly estimated tax payment date for calendar year corporations, an estimate of the Managing each Member’s share of the Venture’s taxable income or loss with respect to such calendar quarter, and (3) within 25 days after the end of each taxable year, estimated information necessary for such Member to prepare any required 1099-DIV forms. Notwithstanding the above, the Administrative Managing Member will cause to be provided to each Member (i) estimates of its IRS Schedule K-1 items with respect to each taxable year within 20 days after the end of such taxable year and (ii) a final IRS Schedule K-1 with respect to each taxable year no later than June 15th following such taxable year; provided, that for the 2015 taxable year such final IRS Schedule K-1 shall be due no later than July 15, 2016. In addition, the Managing Member shall deliver to the NorthStar Member at least twenty (20) days prior to filing any tax returns and material elections of or with respect to the Venture, Investment Partnership or its Subsidiaries for the NorthStar Member’s review and approval which approval shall be subject to Safanad’s approval rights under Section 3.7 of the Investment Partnership Agreement; provided, however, that the Managing Member shall file any such tax returns by the applicable due date, even if the NorthStar Member has not approved such tax return by such date. The Members shall cooperate in good faith to resolve any disputes relating to the propriety of such returns such that all returns shall be filed in a timely manner. If the Members shall be unable to resolve any such dispute, either Member may elect, by written notice to the other Member, to submit such dispute for resolution by a “big four” accounting firm or other national accounting firm acceptable to both of the Members in the exercise of their reasonable judgment; provided, however, that the accounting firm resolving such dispute shall not be the principal accounting firm of the Member that shall elect to submit such dispute for resolution. The decision of such accounting firm with respect to a dispute shall be binding upon the Members. If the accounting firm has not rendered its decision by the fully extended due date of the applicable tax return, the Managing Member shall file such tax return by such due date; provided, however, that the Managing Member shall file an amended tax return upon subsequent receipt of the accounting firm’s decision if necessary to make the tax return consistent with the accounting firm’s decision.