Common use of Tax Status and Returns Clause in Contracts

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. (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, 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. (b) The Tax Matters Partner will tax matters partner (as defined in Section 9.8) shall prepare or cause to be prepared, at the Company’s expense, prepared all tax returns and statements, if any, that must be filed on behalf of the Company 30 /s/ SAE BP /s/ CAR Verenium with any taxing authority, and will shall make timely filing thereof, including filings pursuant to extensions permitted under applicable federal provided that necessary and state sufficient information regarding the Company has been timely received by the tax regulationsmatters partner. To Within forty five (45) days after 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 end of each calendar year, but not less than thirty (30) days after receipt of necessary and sufficient information regarding the Tax Matters Partner Company during the prior period, the tax matters partner will prepare or cause to be prepared and delivered to each Member an estimate of the information with respect to the Company during the preceding calendar year reasonably required to enable each Member to prepare estimated federal, state and local income tax returns. No later than August 15 of each calendar year, provided that the Company has supplied necessary and sufficient information on a draft Internal Revenue Service Form 1065 timely basis, the tax matters partner shall prepare or cause to be prepared and Schedule K-1 and delivered to each Member a report setting forth in reasonable detail the information with respect to the Company during such the preceding 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. In the event that the tax matters partner engages a Third Party to prepare the tax returns, including information required by such Member to allocate and apportion the Company’s income for state income tax purposes. Each Member will it shall 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 review drafts of such calendar year. If the Members cannot agree returns for a period of at least 30 days prior to the appropriate amounts or information to be included on Form 1065 or Schedule K-1their due date(s), 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 positionincluding any extensions.