Common use of Designation of Tax Matters Member Clause in Contracts

Designation of Tax Matters Member. The Tax Matters Member shall act as the “tax matters member” of the Company as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and each Member shall provide such information to the Tax Matters Member upon request and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. Each Member hereby reserves all rights under applicable law, including, without limitation, the right to retain independent counsel of its choice at its expense (which counsel shall receive the full cooperation of the Tax Matters Member).

Appears in 5 contracts

Samples: Limited Liability Company Agreement (CNL Healthcare Properties, Inc.), Limited Liability Company Agreement (CNL Healthcare Properties, Inc.), Limited Liability Company Agreement (CNL Healthcare Properties, Inc.)

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Designation of Tax Matters Member. The Tax Matters Member shall will act as the “tax matters member” of the Company as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall will furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and each Member shall will provide such information to the Tax Matters Member upon request and (b) shall will inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. Each Member hereby reserves all rights under applicable law, including, without limitation, the right to retain independent counsel of its choice at its expense (which counsel shall will receive the full cooperation of the Tax Matters Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Summit Healthcare REIT, Inc)

Designation of Tax Matters Member. The Tax Matters Member shall act as the “tax matters member” of the Company as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall a)shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and each Member shall provide such information to the Tax Matters Member upon request and (b) shall b)shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. Each Member hereby reserves all rights under applicable law, including, without limitation, the right to retain independent counsel of its choice at its expense (which counsel shall receive the full cooperation of the Tax Matters Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (CNL Healthcare Trust, Inc.)

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Designation of Tax Matters Member. The Tax Matters Member shall act as the "tax matters member” partner" of the Company Company, as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and each Member shall provide such information to the Tax Matters Member upon request and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. Each Member hereby reserves all rights under applicable lawlaw with respect to the activities undertaken by the Tax Matters Member, including, without limitation, including the right to retain independent counsel of its choice at its expense (which counsel expense. The Company shall receive the full cooperation of indemnify the Tax Matters Member)Member for any liabilities incurred in such capacity.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Goldman Sachs Group Inc)

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