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Code or any provisions of state or local tax law with respect to any payment or distribution
to the Members from the Company shall be treated as amounts distributed to the relevant
Member or Members pursuant to this Section.
6.08 Allocations. Except as otherwise provided in Section 6.09 hereof, all items
of income, gain, loss, deduction and credit, whether resulting from the Company’s
operations or in connection with its dissolution, shall be allocated to the Members for
federal, state and local income tax purposes in proportion to their respective Membership
Interests.
6.09 Allocation with Respect to Property. If, at any time during the Company's
existence, any Member contributes to the Company property with an adjusted basis to
the contributing Member which is more or less than the agreed fair market value and such
property is accepted by the Company at the time of its contribution, the taxable income,
gain, loss, deductions and credits with respect to such contributed property for tax
purposes only (but not for purposes of calculating the Members’ respective Capital
Accounts) shall be shared among the Members so as to take account of the variation
between the basis of the property to the Company and its agreed fair market value at the
time of contribution, pursuant to Section 704(c) of the Code.
6.10 Like-Kind Exchange. If, at any time, a majority of the Membership Interest
chooses to sell the Company's property, then it shall be considered the unanimous
consent of the Membership Interest. Thereafter, if a majority of the Membership Interest
chooses to seek the benefit of the Internal Revenue Code 1031, the Company's property
shall transfer as such. Then if a Member, prior to such closing, chooses not to participate
in the like-kind exchange, the Company shall purchase the Membership interest from the
non-participating Member. Once the non-participating Member has sold his Membership
Interest, the remaining Members shall effect the 1031 Like-Kind Exchange.
ARTICLE VII
RECORDS, REPORTS, ETC.
7.01 Records. The Company shall maintain and make available to the Members
its records to the extent provided in the Act.
7.02 Financial and Operating Statements and Tax Returns. The Board of
Managers shall keep or cause to be kept complete and accurate books and records of
the affairs of the Company at its principal office. Each Member shall have the right to
inspect such records at reasonable times. Within seventy-five (75) days from the close of
each fiscal year of the Company, the Board of Managers shall cause to be delivered to
each Member a statement setting forth such Member's allocable share of all tax items of
the Company for such year, and all such other information as may be required to enable
each Member to prepare his federal, state and local income tax returns in accordance
with all then applicable laws, rules and regulations. The Board of Managers also shall
cause to be prepared and filed all federal, state and local income tax returns required of
the Company for each fiscal year.Jump to an indexed page (65 of 65)