Duties of Tax Matters Member. (a) Except as provided in Section 5.10(b), the Tax Matters Member shall cooperate with the other Members and shall promptly provide the other Members with copies of notices or other materials from, and inform the other Members of discussions engaged with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Members with notice of all scheduled proceedings, including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings.
Duties of Tax Matters Member. The Tax Matters Member (i) shall, if a Person other than the Manager, consult with and consider the views of the Manager prior to taking any material action in its capacity as the tax matters partner and shall not settle any audit or judicial proceeding without the approval of the Manager; (ii) shall promptly furnish the Members and Unit Holders with all copies of material documents and notices received in connection with an administrative or judicial proceeding relating to income tax matters of the Company; and (iii) shall notify promptly each of the Members and Unit Holders under the following circumstances: (A) if the Tax Matters Member causes an amended return to be filed on behalf of the Company; (B) if the Tax Matters Member extends the statute of limitations on assessments with respect to any taxable year of the Company; (C) if any tax return of the Company is audited or if any adjustments to any such return are proposed in writing; and (D) if the Tax Matters Member enters into a settlement agreement relating to any items of Company income, gain, loss, deduction or credit for any taxable year of the Company.
Duties of Tax Matters Member. The Company hereby elects the Manager as “Tax Matters Member” of the Company, as that term is defined in Section 6231 of the Code. As such, the Tax Matters Member will keep all Members informed of all administrative and judicial proceedings for the adjustment of Company tax items, as required by the Code and the Regulations thereunder. The Tax Matters Member will represent the Company in all such proceedings; provided, however, that other Members may participate in such proceedings to the extent permitted by the Code, and the corresponding Regulations. The Company will pay all ordinary and necessary expenses incurred in connection with any such proceedings.
Duties of Tax Matters Member. (a) SSA Ventures shall be the “Tax Matters Partner” of the LLC, as that term is defined in Section 6231(a)(7) of the Code. As such, the Tax Matters Partner will keep all Members informed of all administrative and judicial proceedings for the adjustment of LLC tax items, as required by Section 6223(g) of the Code and the Regulations thereunder. The Tax Matters Partner will represent the LLC in all such proceedings; provided, however, that other Members may participate in such proceedings to the extent permitted by Sections 6221 through 6231 of the Code, and the corresponding Regulations. The LLC will pay all ordinary and necessary expenses incurred in connection with any such proceedings. Notwithstanding anything in the foregoing to the contrary, the Tax Matters Partner shall not take any of the following actions without the approval of all Members: (1) enter into a settlement agreement with the Internal Revenue Service or any other taxing authority; (2) file a petition as contemplated in Code Section 6226(a) or 6228; (3) intervene in any action as contemplated in Code Section 6226(b)(5); (4) file any request contemplated in Code Section 6227(b); or (5) enter into an agreement extending the period of limitations contemplated in Code Section 6229(b)(1)(B).
