Common use of Authorized Actions of Tax Matters Partner Clause in Contracts

Authorized Actions of Tax Matters Partner. The Tax Matters Partner is authorized: (i) with the Approval of the Executive Committee, to enter into any settlement with the IRS with respect to any Tax Audit or Judicial Review, and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2)); (ii) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustment”) is mailed to the Tax Matters Partner, with the Approval of the Executive Committee, 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 Partnership’s principal place of business is located; (iii) with the Approval of the Executive Committee, 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; (iv) with the Approval of the Executive Committee, 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 Partner for tax purposes, or an item affected by such item; and (v) with the Approval of the Executive Committee, to take any other action on behalf of the Partners or the Partnership in connection with any Tax Audit or Judicial Review proceeding to the extent permitted by applicable law or regulations or this Agreement.

Authorized Actions of Tax Matters Partner. The Tax Matters Partner is authorized: (i) with the Approval of the Executive Committee, to enter into any settlement with the IRS with respect to any Tax Audit or Judicial Review, and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2)); (ii) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustmentfinal adjustment”) is mailed to the Tax Matters Partner, with the Approval of the Executive Committee, to seek Judicial Review of such Final Adjustmentfinal 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 Partnership’s principal place of business is located; (iii) with the Approval of the Executive Committee, 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; (iv) with the Approval of the Executive Committee, 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 Partner for tax purposes, or an item affected by such item; and (v) with the Approval of the Executive Committee, to take any other action on behalf of the Partners or the Partnership in connection with any Tax Audit or Judicial Review proceeding to the extent permitted by applicable law or regulations or this Agreement.

Authorized Actions of Tax Matters Partner. The Tax Matters Partner is ​ authorized:: ​ (i) with the Approval of the Executive Committee, to enter into any settlement with the IRS with respect to any Tax Audit or Judicial Review, and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2));; ​ (ii) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustment”) is mailed to the Tax Matters Partner, with the Approval of the Executive Committee, 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 Partnership’s principal place of business is located; (iii) with the Approval of the Executive Committee, 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;; ​ (iv) with the Approval of the Executive Committee, 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 Partner for tax purposes, or an item affected by such item; andand ​ (v) with the Approval of the Executive Committee, to take any other action on behalf of the Partners or the Partnership in connection with any Tax Audit or Judicial Review proceeding to the extent permitted by applicable law or regulations or this Agreement.. ​

Authorized Actions of Tax Matters Partner. The Tax Matters Partner is authorized: (i) with the Approval of the Executive Committee, to enter into any settlement with the IRS with respect to any Tax Audit tax audit or Judicial Reviewjudicial review, and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2)); (ii) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustmentfinal adjustment”) is mailed to the Tax Matters Partner, with the Approval of the Executive Committee, to seek Judicial Review judicial review of such Final Adjustmentfinal 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 Partnership’s principal place of business is located; (iii) with the Approval of the Executive Committee, 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 judicial review with respect to such request; (iv) with the Approval of the Executive Committee, 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 Partner for tax purposes, or an item affected by such item; and (v) with the Approval of the Executive Committee, to take any other action on behalf of the Partners or the Partnership in connection with any Tax Audit tax audit or Judicial Review judicial review proceeding to the extent permitted by applicable law or regulations or this Agreement.

Authorized Actions of Tax Matters Partner. The Tax Matters Partner is authorized: (i) with the Approval of the Executive Committee, to enter into any settlement with the IRS with respect to any Tax Audit or Judicial Review, and in the settlement agreement the Tax Matters Partner may expressly state that such agreement shall bind all Partners except that such settlement agreement shall not bind any Partner (A) who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (B) who is a “notice partner” (as defined in Section 6231 of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2)); (ii) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “Final Adjustment”) is mailed to the Tax Matters Partner, with the Approval of the Executive Committee, 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 Partnership’s principal place of business is located; (iii) with the Approval of the Executive Committee, 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;; ​ (iv) with the Approval of the Executive Committee, 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 Partner for tax purposes, or an item affected by such item; and (v) with the Approval of the Executive Committee, to take any other action on behalf of the Partners or the Partnership in connection with any Tax Audit or Judicial Review proceeding to the extent permitted by applicable law or regulations or this Agreement.and ​