ARTICLE 7: TAXES
7.01 TAX RETURNS. The Board of Directors shall cause to be prepared and
timely filed (on behalf of the Company) all federal, state and local tax returns
required to be filed by the Company, including making the elections described in
Section 7.02. Each Member shall furnish to the Board of Directors all pertinent
information in its possession relating to the Company's operations that is
necessary to enable the Company's tax returns to be timely prepared and filed.
The Company shall bear the costs of the preparation and filing of its returns.
7.02 TAX ELECTIONS. The Company shall make the following elections on
the appropriate tax returns:
(a) to adopt as the Company's fiscal year the calendar year;
(b) to adopt the accrual method of accounting;
(c) if a distribution of the Company's property as described in Code
Section 734 occurs or upon a transfer of Membership Interest as described
in Code Section 743 occurs, on request by notice from any Member, to elect,
pursuant to Code Section 754, to adjust the basis of the Company's
(d) to elect to amortize the organizational expenses of the Company
ratably over a period of 60 months as permitted by Section 709(b) of the
(e) any other election the Board of Directors may deem appropriate.
Neither the Company nor any Member shall make an election for the Company to be
excluded from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state law and no
provision of this Agreement (including Section 2.07) shall be construed to
sanction or approve such an election. If an election is made under Code Section
754 as provided in clause (c) above, such election may not be revoked without
the consent of all Members.
7.03 TAX MATTERS MEMBER. (a) EPC shall be the "tax matters partner" of
the Company pursuant to Section 6231(a)(7) of the Code (the "Tax Matters
Member"). The Tax Matters Member shall take such action as may be necessary to
cause to the extent possible each other Member to become a "notice partner"
within the meaning of Section 6223 of the Code.
(b) The Tax Matters Member shall take no action without the authorization
of the Board of Directors, other than such action as may be required by Law.
Any cost or expense incurred by the Tax Matters Member in connection with its
duties, including the preparation for or pursuance of administrative or judicial
proceedings, shall be paid by the Company.
(c) The Tax Matters Member shall not enter into any extension of the
period of limitations for making assessments on behalf of the Members without
first obtaining the consent of the Board of Directors. The Tax Matters Member
shall not bind any Member to a settlement agreement without obtaining the
consent of such Member. Any Member that enters into a settlement agreement with
respect to any Company item (as described in Code Section 6231(a)(3)) shall
notify the other Members of such settlement agreement and its terms within 90
Days from the date of the settlement.