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. (b) The NorthStar Member shall be the tax matters partner (as described in Section 6231(a)(7) of the Code and similar provisions of state and local tax law) of the Venture. In the event the Venture shall be the subject of an income tax audit by any U.S. federal, state, or local authority, to the extent the Venture is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the tax matters partner shall be authorized to act for, and its decision shall be final and binding upon, the Venture and each Member thereof. Moreover, each Member agrees that without the prior written consent of the NorthStar Member, it will not act independently with respect to any tax audit or proceeding related to the Venture, including any administrative or judicial review, involving any U.S. federal, state, or local or non-U.S. tax authority; any settlement, closing, or similar agreement entered into by the Venture in respect of the Venture with any such authority; and any voluntary disclosure made by the Venture to any such authority.

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 to each quarterly estimated tax payment date for calendar year corporationsfilings, an estimate of or other matters arising in connection with said role. The Tax Matters Partner may be removed and replaced by 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. (b) The NorthStar Member shall be the tax matters partner (as described in Section 6231(a)(7) of the Code and similar provisions of state and local tax law) of the VentureMembers. In the event the Venture shall be the subject of an income tax audit by any U.S. federal, stateCompany has been dissolved and wound up, or local authority, is otherwise unable to the extent the Venture is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the fund expenses incurred in a proceeding concerning tax matters partner shall be authorized to act for, and its decision shall be final and binding upon, the Venture and each Member thereof. Moreovermatters, each Member agrees that without shall be responsible for its pro-rata share of any and all amounts reasonably incurred by the prior written consent Tax Matters Partner in any such proceeding, based on the percentage ownership of the NorthStar Member, it will not act independently with respect to any tax audit or proceeding related to Members at the Venture, including any administrative or judicial review, involving any U.S. federal, statetime, or local or non-U.S. tax authority; any settlement, closing, or similar agreement entered into by as such interests existed at the Venture in respect time of dissolution of the Venture with any Company, if applicable. The Members (or former members, in the case where the Company has been dissolved and wound up), shall immediately pay such authority; and any voluntary disclosure made by amounts upon request of the Venture to any such authorityTax Matters Partner.

Tax Returns; Tax Matters Partner. (a) As soon as practicable after the end of each Fiscal Year, but in no event later than the 120th day following the end of each Fiscal Year, the Managing Member shall furnish each Member, at the expense of the LLC, with an estimated statement of the Member's distributive share of income, gains, losses, deductions and credits for such Fiscal Year. As soon as practicable after the end of each Fiscal Year but in no event later than 150 days following the end of each Fiscal Year, the Managing Member shall furnish each Member, at the expense of the LLC, with a final statement of the Member's distributive share of income, gains, losses, deductions and credits for such Fiscal Year on a Form K-1 and such other information (including copies of any tax returns that have been filed by the LLC) as is reasonably necessary for the Member to complete such Member's applicable U.S. federal, state, local and foreign income tax returns. (b) The Administrative Managing Member shall cause all LLC tax returns of the Venture and its Subsidiaries to be timely prepared prepared, at the expense of the LLC, so that they may be filed with the applicable government authorities within allowable time periods, including extensions, which and so that the LLC can provide the Members with the 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 yearinformation. (bc) The NorthStar Member Metro919 shall be the tax matters partner (as described in Section 6231(a)(7) of the Code and similar provisions of state and local tax lawCode) of the VentureLLC. In The tax matters partner may extend the event statute of limitations on behalf of the Venture shall be LLC, select the subject LLC's choice of an income litigation forum in any tax audit by any U.S. federal, stateaction, or local take any other action in its capacity as the tax matters partner without the consent of the Management Committee. The tax matters partner shall keep the Management Committee fully advised of the progress of any audit or other tax proceeding and shall, promptly upon receipt, supply the Members Management Committee with copies of any written communications received from the Internal Revenue Service, or other taxing authority, and shall, to the extent practicable, at least five business days prior to submitting any materials to the Venture is treated Internal Revenue Service, or other taxing authority, provide such materials to the Members Management Committee. Any direct or indirect costs and expenses incurred by the tax matters partner, acting in its capacity as an entity for purposes of such auditsuch, including administrative settlement shall be deemed to be LLC Charges and judicial review, the LLC shall reimburse the tax matters partner shall be authorized to act for, and its decision shall be final and binding upon, the Venture and each Member thereof. Moreover, each Member agrees that without the prior written consent of the NorthStar Member, it will not act independently with respect to any tax audit or proceeding related to the Venture, including any administrative or judicial review, involving any U.S. federal, state, or local or non-U.S. tax authority; any settlement, closing, or similar agreement entered into by the Venture in respect of the Venture with any for such authority; and any voluntary disclosure made by the Venture to any such authorityamounts.

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. (b) The NorthStar Managing Member shall be the tax matters partner (as described in Section 6231(a)(7) of the Code and similar provisions of state and local tax law) of the Venture. In the event the Venture shall be the subject of an income tax audit by any U.S. federal, state, or local authority, to the extent the Venture is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the tax matters partner shall be authorized to act for, and its decision 1160165.07-NYCSR03A - MSW shall be final and binding upon, the Venture and each Member thereof. Moreover, each Member agrees that without the prior written consent of the NorthStar Member, it will not act independently with respect to any tax audit or proceeding related to the Venture, including any administrative or judicial review, involving any U.S. federal, state, or local or non-U.S. tax authority; any settlement, closing, or similar agreement entered into by the Venture in respect of the Venture with any such authority; and any voluntary disclosure made by the Venture to any such authority.

Tax Returns; Tax Matters Partner. (a) The Administrative Member shall cause all Venture 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 NorthStar 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 NorthStar 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 the same and in the case of any annual income tax returns. In addition, the Administrative Member shall cause to be provided to the Managing NorthStar 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 (broken down by amount and asset type for purposes of and as specified in Section 856(c)(4) of the Code) and gross income for the year through such quarter-end (broken down by income type as determined for purposes of and as specified in Section 856(c856(c)(2) and (3) 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 NorthStar 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 with (i) estimates of its IRS Schedule K-1 items with respect to each any taxable year within 20 days after the end of such taxable year and (ii) a final IRS Schedule K-1 with respect to each the taxable year no later than June 15th May 31st following such taxable yearYear. (b) The NorthStar Member shall be the tax matters partner (as described in Section 6231(a)(7) of the Code and similar provisions of state and local tax law) of the Venture. In the event the Venture shall be the subject of an income tax audit by any U.S. federal, state, or local authority, to the extent the Venture is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the tax matters partner shall be authorized to act for, and its decision shall be final and binding upon, the Venture and each Member thereof. Moreover, each Member agrees that without the prior written consent of the NorthStar Member, it will not act independently with respect to any tax audit or proceeding related to the Venture, including any administrative or judicial review, involving any U.S. federal, state, or local or non-U.S. tax authority; any settlement, closing, or similar agreement entered into by the Venture in respect of the Venture with any such authority; and any voluntary disclosure made by the Venture to any such authority.