Authority of Tax Matters Partner. The TMP shall have the authority to take any and all action reasonably required as TMP, including by way of example, any of the following: (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind the Partners other than the TMP; (ii) file a Tax Court Petition as contemplated in Code Section 6226(a) or Section 6228; (iii) intervene in any action as contemplated in Code Section 6226(b); (iv) file any requests for administrative adjustment contemplated in Code Section 6227(b); or (v) enter into an agreement extending the limitations period as contemplated by Code Section 6229(b)(1)(B).
Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required:
(a) To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member;
(b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Claims;
(c) To intervene in any action brought by any other Member for judicial review of a final adjustment;
(d) To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request;
(e) To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item;
(f) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and
(g) To retain attorneys and accountants on an as-needed basis under such terms and conditions as determined solely by the Tax Matters Partner.
Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required:
Authority of Tax Matters Partner. Without the consent of the other General Partner, the Tax Matters Partner shall not:
(1) enter into any settlement with the Internal Revenue Service, the Secretary or other taxing authority;
(2) seek judicial review of any administrative adjustment;
(3) file a request for an administrative adjustment or a petition for judicial review with respect thereto;
(4) enter into any agreement with the Internal Revenue Service or other taxing authority to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; or
(5) take any other action or behalf of the Partners or the Partnership in connection with any tax audit or judicial review regardless of whether or not permitted by applicable law or regulations.
Authority of Tax Matters Partner. The TMP shall have the -------------------------------- full authority to take any and all actions otherwise permitted to be taken by a tax matters partner under the Code in connection with any audit, examination or investigation of the Partnership, and in connection with any and all administrative and judicial proceedings arising out of such audit, examination or investigation, including, but not limited to, any of the following actions:
A. Enter into a settlement agreement with the Internal Revenue Service, even if such settlement agreement binds the Partners other than the TMP;
B. File a petition as contemplated in Code (S)6226(a) or (S)6228;
C. Intervene in any action contemplated in Code (S)6226(b);
D. File any requests contemplated in Code (S)6227(b); or
E. Enter into an agreement extending the period of limitations, as contemplated by Code (S)6229(b)(1)(B).
Authority of Tax Matters Partner. (a) The Tax Matters Partner shall have and perform all of the duties required under the Code, including the following:
(i) furnish the name, address, Profits interest, and taxpayer identification number of each Member to the IRS; and
(ii) within five (5) calendar days after the receipt of any correspondence or communication relating to the Company or a Member from the IRS, the Tax Matters Partner shall forward to each Member a photocopy of all such correspondence or communication(s). The Tax Matters Partner shall, within five (5) calendar days thereafter, advise each Member in writing of the substance and form of any conversation or communication held with any representative of the IRS.
(b) The Tax Matters Partner shall, upon request by the Investor Member, permit the Investor Member to include its attorney in the power of attorney (Form 2848) for the Company for any taxable years under a tax audit or in a tax administrative appeals process.
(c) The Tax Matters Partner shall not without the Consent of the Investor Member:
(i) extend the statute of limitations for assessing or computing any tax liability against the Company (or the amount of character of any Company tax items);
(ii) settle any audit with the IRS concerning the adjustment or readjustment of any limited liability company items) (within the meaning of Section 6231(a)(3) of the Code);
(iii) file a request for an administrative adjustment with the IRS at any time or file a petition for judicial review with respect to any such request;
(iv) initiate or settle any judicial review or action concerning the amount or character of any limited liability company tax item(s) (within the meaning of Section 6231(a)(3) of the Code);
(v) intervene in any action brought by any other Member for judicial review of a final adjustment; or
(vi) take any other action not expressly permitted by this Article XI on behalf of the Company or any Member in connection with any administrative or judicial tax proceeding.
(d) In the event of any Company-level proceeding instituted by the IRS pursuant to Sections 6221 through 6233 of the Code, the Tax Matters Partner shall consult with the Investor Member regarding the nature and content of all actions to be taken and defenses to be raised by the Company in response to such proceeding. The Tax Matters Partner also shall consult with the Investor Member regarding the nature and content of any proceeding pursuant to Sections 6221 through 6233 of the Code instituted by or on beh...
Authority of Tax Matters Partner. The TMP shall have the -------------------------------- full authority to take any and all actions otherwise permitted to be taken by a tax matters partner under the Code in connection with any audit, examination or investigation of the Partnership, and in connection with any and all administrative and judicial proceedings arising out of such audit, examination or investigation, including, but not limited to, any of the following actions:
A. Enter into a settlement agreement with the Internal Revenue Service, except that no such settlement agreement shall bind any Partner unless such Partner has notified the TMP that it consents to be bound by such settlement agreement;
B. File a petition as contemplated in Code (S)6226(a) or (S)6228;
C. Intervene in any action contemplated in Code (S)6226(b);
D. File any requests contemplated in Code (S)6227(b); or
E. Enter into an agreement extending the period of limitations, as contemplated by Code (S)6229(b)(1)(B).
Authority of Tax Matters Partner. The tax matters partner is authorized:
(a) in the event that a notice of a final administrative adjustment at the LLC level of any item required to be taken into account by a Member for tax purposes (a "final adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the LLC's principal place of business is located;
(b) to intervene in any action brought by any other Member for judicial review of a final adjustment;
(c) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;
(d) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; and
(e) to take any other action on behalf of the Members or the LLC in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.
Authority of Tax Matters Partner. The Tax Matters Partner is hereby authorized, but not required: (a) To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Member; (b) In the event that a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final” adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Company’s principal place of business is located, or the United States Court of Claims;
Authority of Tax Matters Partner. The Tax Matters Partner may, in its sole discretion:
4.8.3.1 enter into any settlement with the Internal Revenue Service, the Secretary or any other taxing authority;
4.8.3.2 seek judicial review of any administrative adjustment; 4.
