Common use of Tax Returns; Information Clause in Contracts

Tax Returns; Information. a. JINI is hereby designated "Tax Matters Partner" for the Partnership, and may take any action on behalf of the Partnership that it has authority to take as Tax Matters Partner. The Tax Matters Partner is expressly authorized to perform on behalf of the Partnership or any Partner any act that may be necessary to make this designation effective under any regulation, ruling, procedure or instruction that may be issued by the Internal Revenue Service. The Tax Matters Partner is authorized to represent the Partnership before taxing authorities and courts in tax matters affecting the Partnership and the Partners in their capacity as such, and is entitled to take any action on behalf of the Partnership in any such tax proceeding that it, in its reasonable business judgment, deems to be in the best interests of the Partners. Notwithstanding the previous sentence, the Tax Matters Partner (i) shall consult with and consider the views of the Executive Committee prior to taking any material action in its capacity as the Tax Matters Partner; and (ii) shall not extend any statute of limitations, file any protest, petition or pleading, or settle any audit or judicial proceeding without the approval of the Executive Committee. The Tax Matters Partner shall cause income and other required federal, state and local tax returns for the Partnership to be prepared and to be timely filed with the appropriate authorities and, subject to Section 5.6, shall make such elections as the Tax Matters Partner shall deem to be in the best interest of the Partnership and the Partners. The Tax Matters Partner shall not be liable to the Partnership for any act or omission taken or suffered by it in the preparation of such tax returns provided it acted in good faith and in the belief that such act or omission is in or is not opposed to the best interest of the Partnership and further provided that such act or omission is not in violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law. The Tax Matters Partner shall cause any such tax return to be submitted to each Partner for review and approval prior to its due date (including extensions) unless otherwise agreed to by the Partners. b. The Tax Matters Partner shall cause to be provided to each Partner information concerning the Partnership's taxable income or loss and each item of income, gain, loss, deduction or credit which is relevant to reporting a Partner's share of Partnership income, gain, loss, deduction or credit for purposes of federal or state income tax. Information required for the preparation of a Partner's income tax returns shall be furnished to the Partners as soon as possible after the close of the Partnership's fiscal year and, in any event, no later than the date on which the income tax return for such fiscal year is submitted to the Partners for review. c. The Tax Matters Partner shall cause to be filed timely all federal, state, and local reports as may be required, including without limitation, all reports required by licenses and permits, sales and use tax reports, income tax withholding reports, FICA tax reports, unemployment compensation reports, information reports, FCC reports and applications and similar reports, and shall cause all payments required thereunder to be made by the Partnership from the Partnership's funds. d. The Tax Matters Partner shall promptly notify each of the Partners under the following circumstances: (i) if the Tax Matters Partner caused an amended tax return to be filed on behalf of the Partnership; (ii) if the Tax Matters Partner extends the statute of limitations on assessments with respect to any taxable year of the Partnership (which extension may only be made with the prior consent of the Executive Committee); (iii) if any tax return of the Partnership is audited or if any adjustments to any such return are proposed; and (iv) if the Tax Matters Partner enters into a settlement agreement relating to any Partnership item of income, gain, loss, deduction or credit for any taxable year of the Partnership (which settlement agreement may only be entered into with the prior consent of the Executive Committee). The Tax Matters Partner shall promptly furnish to each of the Partners all notices concerning administrative or judicial proceedings relating to federal income tax matters as required under the IRC and the Treasury Regulations thereunder. In addition, the Tax Matters Partner shall supply such information to the Internal Revenue Service as may be necessary to identify the Partners as "notice partners" under IRC Section 6231. During the pendency of any administrative or judicial proceeding relating to federal income tax matters, the Tax Matters Partner shall furnish to each of the Partners periodic reports concerning the status of any such proceeding. Each of the Partners who elects to participate in any administrative or judicial proceedings shall be responsible for any expenses incurred by such Partner in connection with such participation. The cost of any resulting audits or adjustments of any Partner's tax return shall be borne solely by the affected Partner.

Tax Returns; Information. a. JINI Unless otherwise determined by the Management Committee from time to time, if the person or entity keeping the books and records of the Partnership pursuant to Section 5.1 hereof is hereby designated a Partner (or an affiliate of a Partner other than the Partnership) such Partner, or if such person or entity is not a Partner or such an affiliate, such Partner as the Management Committee may determine from time to time, shall be the "Tax Matters Partner" for the Partnership, and may take any action on behalf of the Partnership that it has authority to take as Tax Matters Partner. In the event the Management Committee determines from time to time that a person or entity other than GRI shall be the "Tax Matters Partner" for the Partnership, the Management Committee may designate such alternate person or entity; provided, however, that such changes in designation shall not be made more frequently than once every three years. The Tax Matters Partner is expressly authorized to perform on behalf of the Partnership or any Partner any act that may be necessary to make this designation effective under any regulation, ruling, procedure or instruction that may be issued by the Internal Revenue Service. The Tax Matters Partner is authorized to represent the Partnership before taxing authorities and courts in tax matters affecting the Partnership and the Partners in their capacity as such, and is entitled to take any action on behalf of the Partnership in any such tax proceeding that it, in its reasonable business judgment, deems to be in the best interests of the Partners. Notwithstanding the previous sentence, the Tax Matters Partner (i) shall consult with and consider the views of the Executive Committee prior to taking any material action in its capacity as the Tax Matters Partner; and (ii) shall not extend any statute of limitations, file any protest, petition or pleading, or settle any audit or judicial proceeding without the approval of the Executive Committee. The Tax Matters Partner shall cause income and other required foreign, federal, state and local tax returns for the Partnership to be prepared and to be timely filed with the appropriate authorities and, subject to Section 5.6, shall make such elections as the Tax Matters Partner shall deem to be in the best interest of the Partnership and the Partnersauthorities. The Tax Matters Partner shall not be liable to the Partnership for any act or omission taken or suffered by it in the preparation of such tax returns provided it acted in good faith and in the belief that such act or omission is in or is not opposed to the best interest of the Partnership and further provided that such act or omission is not in violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law. . b. The Tax Matters Partner shall cause any such tax return to be submitted to each Partner for review and approval at least thirty (30) days prior to its due date (including extensions) unless otherwise agreed to by the Partners. b. c. The Tax Matters Partner shall cause to be provided to each Partner information concerning the Partnership's taxable income or loss and each item of income, gain, loss, deduction or credit which is relevant to reporting a Partner's share of Partnership income, gain, loss, deduction or credit for purposes of foreign, federal or state income tax. Information required for the preparation of a Partner's income tax returns shall be furnished to the Partners as soon as possible after the close of the Partnership's fiscal year and, in any event, no later than the date on which the income tax return for such fiscal year is submitted to the Partners for review. c. The Tax Matters Partner shall cause to be filed timely all federal, state, and local reports as may be required, including without limitation, all reports required by licenses and permits, sales and use tax reports, income tax withholding reports, FICA tax reports, unemployment compensation reports, information reports, FCC reports and applications and similar reports, and shall cause all payments required thereunder to be made by the Partnership from the Partnership's funds. d. The Tax Matters Partner shall promptly notify each of the Partners under the following circumstances: (i) if the Tax Matters Partner caused an amended tax return to be filed on behalf of the Partnership; (ii) if the Tax Matters Partner extends the statute of limitations on assessments with respect to any taxable year of the Partnership (which extension may only be made with the prior consent of the Executive Committee); (iii) if any tax return of the Partnership is audited or if any adjustments to any such return are proposed; and (iv) if the Tax Matters Partner enters into a settlement agreement relating to any Partnership item of income, gain, loss, deduction or credit for any taxable year of the Partnership (which settlement agreement may only be entered into with the prior consent of the Executive Committee). The Tax Matters Partner shall promptly furnish to each of the Partners all notices concerning administrative or judicial proceedings relating to federal income tax matters as required under the IRC and the Treasury Regulations thereunder. In addition, the Tax Matters Partner shall supply such information to the Internal Revenue Service as may be necessary to identify the Partners as "notice partners" under IRC Section 6231. During the pendency of any administrative or judicial proceeding relating to federal income tax matters, the Tax Matters Partner shall furnish to each of the Partners periodic reports concerning the status of any such proceeding. Each of the Partners who elects to participate in any administrative or judicial proceedings shall be responsible for any expenses incurred by such Partner in connection with such participation. The cost of any resulting audits or adjustments of any Partner's tax return shall be borne solely by the affected Partner.