Tax Status and Returns Clause Samples
Tax Status and Returns. (a) The Company shall be responsible for timely filing all tax returns of the Company and timely furnishing to each Member its Schedule K-1 for any year and any similar forms required for state or local tax purposes, it being understood that the Manager shall use commercially reasonable efforts to deliver a Schedule K-1 to each Member within 90 days following the end of each fiscal year, provided that, in the event of an extraordinary item or changes in the applicable tax laws, such delivery date maybe extended as the Manager deems reasonably necessary. Additionally, in the event the Manager anticipates a delay in the delivery of a Schedule K-1 to a Member, the Manager may in its sole discretion, elect to deliver an estimated Schedule K-1 to such Member. Each Member shall furnish to the Company all pertinent information in its possession relating to the Member or the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. Each Member shall provide any forms (including an IRS Form W-9 or applicable IRS Form W-8) reasonably required by the Company to allow the Company to determine the amount, if any, that is required to be withheld with respect to such Member under applicable tax laws.
(b) The Manager is hereby designated as the “Partnership Representative” for the Company within the meaning of Code section 6223. All Members (and former Members) agree to cooperate with, and to take all reasonable actions requested by the Partnership Representative to avoid or reduce any tax imposed under Code section 6225, including cooperating with any election under Code section 6226, or to otherwise allow the Company and the Partnership Representative to comply with the applicable provisions of the Code. All Members shall cooperate in good faith to amend this Section 7.1(b) or other provisions of this Agreement as necessary to reflect any statutory amendments or the promulgation of Treasury Regulations or other administrative authority promulgated under the applicable provisions of the Code so as to, to the extent possible, preserve the relative rights, duties, and obligations of the Members hereunder. The obligations of a Member under this Section 7.1(b) shall survive such Member’s sale or other disposition of its Membership Interests in the Company and the termination, dissolution, liquidation, or winding up of the Company.
(c) If Regal 286’s partnership representative, as designated under Code section 6223,...
Tax Status and Returns. 9.3.1 Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company may be subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.
9.3.2 The Manager shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall make timely filing thereof. The Manager shall exercise commercially reasonable efforts, to prepare or cause to be prepared and delivered to each Member within ninety (90) days after the end of each calendar year a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare his or its federal, state and local income tax returns in accordance with applicable law then prevailing. Nonetheless, neither the Manager nor the Company shall be liable to any Member for failing to complete and deliver such tax information within said ninety (90) days and each Member acknowledges that they may have to file for an extension of time to file their personal tax returns.
Tax Status and Returns. 7.4.1 The Company shall file as a partnership for Federal income tax purposes. Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company may be subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.
7.4.2 The Manager shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall make timely filing thereof. Within ninety (90) days after the end of each calendar year, the Manager shall prepare or cause to be prepared and delivered to each Member a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare such Member’s federal, state and local income tax returns in accordance with applicable law then prevailing.
7.4.3 Unless otherwise provided by the Code or the Income Tax Regulations thereunder, Vita Asset Management, LLC shall be the “Partnership Representative,” as such term is used in Code §6223 (the “Partnership Representative”). Vita Asset Management, LLC shall make all decisions for the Company relating to tax matters including, without limitation, whether to make any tax elections (including the election under Code §754), the positions to be taken on the Company’s tax returns and the settlement, further contest or litigation of any audit matters raised by the Internal Revenue Service or any other taxing authority.
7.4.4 The Tax Matters Member shall be the “Partnership Representative” for U.S. federal income tax purposes.
(a) The Partnership Representative shall have all of the authority, duties and responsibilities as set forth in Code §§6221 – 6241 and the regulations thereunder (the “Partnership Audit Rules”) including but not limited to elections related to an audit; matters arising from the audit; the audit proceedings, including receiving notices of the commencement of an audit and requests for information; providing information to the IRS with regards to the audit; meeting with IRS personnel to discuss and settle the audit; extending the statute of limitations for the Members and the Company; binding the Company and the Members to a se...
Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company is subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to expand the purposes of the Company or expand the obligations or liabilities of the Members.
(b) The chief financial officer shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority, and shall make timely filing thereof. Within one-hundred eighty (180) days after the end of each calendar year, the Company shall cause to be prepared and delivered to each Member a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare its federal, state and local income tax returns in accordance with applicable law then prevailing.
Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Joint Venture will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Joint Venture or expand the obligations or liabilities of the Members.
(b) The Members shall prepare or shall direct such other Person to prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Joint Venture with any taxing authority and shall make timely filing thereof. Further, the Members shall prepare or shall direct such other Person to prepare or cause to be prepared all tax statements, if any, that must, by law, be provided to any Member, employee or other Person and shall timely deliver such statements to such Persons. Within 90 days after the end of each fiscal year, the Members or such other Person as the Members may direct shall prepare or cause to be prepared and delivered to each Member a report setting forth in reasonable detail the information with respect to the Joint Venture during such calendar year reasonably required to enable each Member to prepare its federal, state and local income tax returns in accordance with applicable law then prevailing.
Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, the Partnership shall be subject, solely for federal income tax purposes, to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Partnership. At the request of any Partner, the Partnership shall file an election under Section 754 of the Code and under the corresponding sections of applicable state laws. Any costs or expenses associated with making such elections shall be paid by the Partner requesting the election in accordance with Section 8.2(d).
(b) The Partnership shall prepare or cause to be prepared by the principal certified public accountant for the Partnership not later than thirty (30) days prior to the date of required filing thereof (including extensions) all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority, and shall submit such returns and statements to all the Partners for their approval prior to filing, and when approved by the Partners, or when due, if necessary, without approval, make timely filing thereof. Shurgard shall provide preliminary tax information with respect to the Partnership's immediately preceding taxable year (which will be based on unaudited financial information) to Fremont not later than forty-five (45) days prior to the required filing date of the Partnership's tax returns (without extensions). (c) Shurgard shall act as the "tax matters partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. Shurgard shall keep the other Partners fully informed and consult with them regarding matters for which it is responsible while acting in such capacity. All expenses incurred by Shurgard while acting in such capacity shall be paid or reimbursed by the Partnership. Notwithstanding the foregoing, Shurgard shall not have the authority to make elections or settle any tax-related disputes with respect to the Partnership without the prior written agreement of Fremont.
Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code.
(b) The Tax Matters Partner will prepare or cause to be prepared, at the Company’s expense, all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority, and will make timely filing thereof, including filings pursuant to extensions permitted under applicable federal and state tax regulations. To the extent allowed by applicable law, the Tax Matters Partner will take no position on any tax return which adversely affects one Member disproportionately, and will attempt to maximize, to the extent possible, the interests of all Members. On or before June 30 of each calendar year, the Tax Matters Partner will prepare or cause to be prepared and delivered to each Member a draft Internal Revenue Service Form 1065 and Schedule K-1 and a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare its federal, state and local income tax returns in accordance with applicable law then prevailing, including information required by such Member to allocate and apportion the Company’s income for state income tax purposes. Each Member will have the right to object to any amount or information reported on the draft Form 1065 or Schedule K-1 on or before July 31 of such calendar year. If the Members cannot agree to the appropriate amounts or information to be included on Form 1065 or Schedule K-1, the President of the Company will resolve the dispute in a manner consistent with the guidance set forth in Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, specifically the concept that a tax position is more likely than not to be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position.
Tax Status and Returns. Each of the parties hereto: (a) recognizes and intends that, for U.S. federal income tax purposes, the Company shall be treated as a partnership in which each Member is a partner and (b) agrees to refrain from taking or consenting to any action the result of which could result in the classification or treatment of the Company as anything other than a partnership in which each Member is a partner for U.S. federal income tax purposes. To the extent that any of the parties hereto is required to report any item of income, gain, loss, deduction, or credit relating to the Company for U.S. federal income tax purposes, such party shall report such item in a manner consistent with the Company's tax returns and statements.
Tax Status and Returns. The Company will be taxed as a corporation for federal and state income tax purposes.
Tax Status and Returns. (a) Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income shall not be construed to expand the purposes of the Company or expand the obligations or liabilities of the Members.
(b) The chief financial officer shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority, and shall make timely filing thereof. Within one-hundred eighty (180) days after the end of each calendar year, the Company shall cause to be prepared and delivered to each Member a report setting forth in reasonable detail the information with respect to the Company during such