Common use of Authority of the Tax Representative; Delegation of Authority Clause in Contracts

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided that, if a Person other than the Manager is the Tax Representative, such Person shall in all cases act solely at the direction of the Manager; provided further that, if the Tax Representative appoints a Designated Individual, such Designated Individual shall in all cases act solely at the direction of the Tax Representative.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (AleAnna, Inc.), Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Swiftmerge Acquisition Corp.)

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Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided thatprovided, however, that if a Person other than the Manager General Partner is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the General Partner. The Tax Representative appoints may delegate its authority under this Section 5.8 to a Designated Individual; provided, such for the avoidance of doubt, that each Designated Individual shall in all cases act solely at the direction of the Tax RepresentativeGeneral Partner.

Appears in 5 contracts

Samples: Limited Partnership Agreement (StepStone Group Inc.), Limited Partnership Agreement (StepStone Group Inc.), Transaction Agreement (StepStone Group Inc.)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided that, if a Person other than the Manager is designates another Person to act as the Tax Representative, such Person shall in all cases act solely at the direction of the Manager; provided further that, if the Tax Representative appoints a Designated Individual, such Designated Individual shall in all cases act solely at the direction of the Tax RepresentativeManager.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Zeo Energy Corp.), Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, that if a Person other than the Manager Company is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Company. The Tax Representative appoints may delegate its authority under this Section 7.4(b) to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativeCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (GEN Restaurant Group, Inc.), Limited Liability Company Agreement (Viant Technology Inc.)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, that if a Person other than the Manager Company is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Company. The Tax Representative appoints may delegate its authority under this (b) to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativeCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, if a Person other than the Manager Company is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Company. The Tax Representative appoints may delegate its authority under this ‎Section 4.3(b) of this ‎Annex C to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativeCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, if a Person other than the Manager Partnership is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Partnership. The Tax Representative appoints may delegate its authority under this Section 4.3(b) of this Annex B to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativePartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)

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Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, that if a Person other than the Manager Company is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Company. The Tax Representative appoints may delegate its authority under this ‎Section 7.4(b) to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativeCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Viant Technology Inc.)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, if a Person other than the Manager Partnership is the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Partnership. The Tax Representative appoints may delegate its authority under this ‎Section 4.3(b) of this ‎0 to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax RepresentativePartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Excelerate Energy, Inc.)

Authority of the Tax Representative; Delegation of Authority. The Tax Representative shall have all of the rights, duties, powers, and obligations provided for under the Code, Regulations, or other applicable guidance; provided provided, that, if the Company designates a Person other than the Manager is to be the Tax Representative, such Person the Tax Representative shall in all cases act solely at the direction of the Manager; provided further that, if the Company. The Tax Representative appoints may delegate its authority under this ‎Section 4.3(b) of this ‎Annex C to a Designated Individual, such Designated Individual who shall in all cases act solely at the direction of the Tax Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.)

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