71 lines
3.0 KiB
Markdown
71 lines
3.0 KiB
Markdown
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#Taxes
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## Members Bound
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Members shall be bound by the provisions of this Section in reporting their shares of
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Company income for income tax purposes.
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## Tax Returns
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The Board Of Directors shall cause to be prepared and filed all
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necessary federal and state income tax returns for the Company,
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including making the elections described in Section "Tax Elections".
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Each Member shall furnish to the Board Of Directors all pertinent
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information in its possession relating to Company operations that is
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necessary to enable such income tax returns to be prepared and filed.
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## Tax Elections.
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The following elections shall be made on the appropriate returns of the Company:
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* to adopt the calendar year as the Company's fiscal year;
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* to keep the Company's books and records on the income-tax method;
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* if there is a distribution of Company property as described in
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section 734 of the Code or if there is a transfer of a Company interest
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as described in section 743 of the Code, upon written request of any
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Member, to elect, pursuant to section 754 of the Code, to adjust the
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basis of Company properties; and
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* to elect to amortize the organizational expenses of the Company
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ratably over a period of twelve (12) or sixty (60) months as permitted by section
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709(b) of the Code.
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No election shall be made by the Company or any Member to be excluded
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from the application of the provisions of subchapter K of chapter 1 of
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subtitle A of the Code or any similar provisions of applicable state
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laws.
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## Tax Matters Partner.
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The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
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of the Company pursuant
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to section 6231(a)(7) of the Code. As
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tax matters partner, they shall take such action as may be
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necessary to cause each other Member to become a "**notice partner**"
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within the meaning of section 6223 of the Code. Such Member shall inform
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each other Member of all significant matters that may come to its
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attention in its capacity as tax matters partner by giving notice
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thereof within ten days after becoming aware thereof and, within such
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time, shall forward to each other Member copies of all significant
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written communications it may receive in such capacity. Such Member
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shall not take any action contemplated by sections 6222 through 6232 of
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the Code without the consent of the Board Of Directors. This provision is not
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intended to authorize such Member to take any action left to the
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determination of an individual Member under sections 6222 through 6232
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of the Code.
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## Allocations on Transfer of Interests.
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The Company income, gain,
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loss or deduction allocable to any Member in respect of any interest in
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the Company which may have been transferred shall be allocated during
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such year based upon an interim closing of the Company's books as
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described in the first sentence of Treasury Regulations §
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1.706-1(c)(2)(ii), taking into account the actual results of Company
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operations during the portion of the year in which such Member was the
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owner thereof, and the date, amount and recipient of any distribution
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which may have been made with respect to such interest.
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