Bipartisan Budget Act. Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Bipartisan Budget Act.
Bipartisan Budget Act. In the event of an adjustment to the Partnership’s taxes or tax returns by a governmental authority (or any entity in which the Partnership holds a direct or indirect interest), the Board of Directors will use commercially reasonable efforts to allocate the burden of (or any decrease in Distributable Property resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Amended Code Sections 6225 and 6232 amongst the Partners in a reasonable manner based on the status, actions, inactions or other attributes of each Partner. Any amounts allocated to a Partner pursuant to the preceding sentence will be treated as withholding tax that arises as a result of the status or other matters that are particular to a Partner. Each Partner acknowledges and agrees that (a) it may be required to provide the General Partner with documents, information, assistance or cooperation in connection with the requirements imposed on the Partnership pursuant to Sections 6221 through 6241 of the Amended Code, together with any guidance issued thereunder, and (b) if it fails to provide such documentation, information, assistance or cooperation (including as a result of a Partner not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the Partnership as a result of such failure will be treated for all purposes of this Agreement (including Section 7.06) as amounts that are determined by reference to the status of a Partner (or its beneficial owners).
Bipartisan Budget Act. Title XI of the Bipartisan Budget Act of 2015 and any related provisions of law, court decisions, regulations, rules, and administrative guidance. Business Day – any day other than a Saturday, a Sunday, or a holiday on which the principal chartered banks in San Francisco, California, USA or Xxxxxxxx, Xxxxxx, Xxxxxx are not open for business. Capital Account – the account to be maintained by the Company for each Member in accordance with Section 4.01.
Bipartisan Budget Act. Title XI of the Bipartisan Budget Act of 2015 and any related provisions of law, court decisions, regulations, rules, and administrative guidance.
Bipartisan Budget Act. In light of the Investor’s status as a U.S investor exempt from U.S. Federal income tax as a governmental pension plan whose income is not subject to taxation, the General Partner agrees that, in the event any adjustment by any United States federal, state or local taxing authority to any item of income, gain, loss, deduction or credit (or any partner’s distributive share thereof) of the Partnership is determined, and any tax (or interest, penalty, addition to tax or additional amount) attributable thereto is assessed and collected, at the partnership level pursuant to Subchapter C of Chapter 63 of the Internal Revenue Code as amended by the Bipartisan Budget Act of 2015 (the “New Tax Law”) (or pursuant to any comparable or similar provision of United States state or local tax law), the General Partner shall use commercially reasonable efforts to obtain a reduction pursuant to Section 6225(c)(3) of the New Tax Law in any imputed underpayment that is allocable to the Investor and shall ensure that the Investor will be entitled to all of the economic benefit associated with any such reduction. Furthermore, the General Partner shall use commercially reasonable efforts to notify the Investor of any written notice from the Internal Revenue Service of any material proposed Partnership adjustment to the extent that the Investor would be required to pay any tax due to any imputed underpayment.
Bipartisan Budget Act. If the Internal Revenue Service (the “IRS”), in connection with an audit governed by Code §§6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws (the “Partnership Tax Audit Rules”), proposes an adjustment in the amount of any item of income, gain, loss, deduction or credit of the Partnership, or any Partner’s distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Code §6225(b), the General Partner will consider in good faith whether the election to apply the alternative method described in Code §6226 (the “Alternative Method”), and/or any modifications under Code §6225(c)(3), (4) and (5), are available, reasonably practicable, and in the best interests of the Partnership under the circumstances (taking into account the amount of the adjustment, the administrative burden and cost associated with the Alternative Method or any such modifications, whether the General Partner has received any needed information on a timely basis from the Partners, the relative amount of the tax liability for any underpayment imposed at the Partnership level vs. the Partner level, and other relevant factors), provided that the ultimate decision concerning whether or not to elect the Alternative Method or make any such modifications will be in the discretion of the General Partner. All references in this paragraph to Code §§6225 and 6226 are to those sections of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or any applicable successor provisions. Unless the Partnership is selected for audit by the IRS for the 2016 or 2017 taxable year, the General Partner agrees not to elect to apply the Partnership Tax Audit Rules with respect to such taxable years. In the event that the Partnership is selected for audit by the IRS for either the 2016 or 2017 taxable year, the General Partner will consider in good faith whether the election to apply the Partnership Tax Audit Rules to the applicable taxable year is in the best interests of the Partnership under the circumstances, taking into account all relevant factors, including those listed above.
Bipartisan Budget Act. The Members acknowledge that the Bipartisan Budget Act repeals the currently existing audit provisions for tax partnerships effective for taxable years beginning after December 31, 2017, and potentially makes tax partnerships liable for income taxes attributable to adjustments of partnership items of income, gain, loss, deduction or credit. The Board of Managers is hereby authorized to address the audit provisions of the Bipartisan Budget Act as the Board of Managers deems appropriate. This authority shall include the authority to amend this Agreement; for tax years beginning after December 31, 2017; to designate a person to act as TMP, and to make (or cause the TMP or the Designated Individual to make) any election under the Bipartisan Budget Act provisions including requiring Members and assignees or former Members and assignees to file amended tax returns to reflect any such adjustments as provided in Code Section 6225(c)(2), to elect under Code Section 6226 to cause Members and assignees to take such adjustments into account on their own tax returns or, if applicable, in accordance with Code Section 6221(b), to cause the Company to elect out of treatment under revised subchapter C of Chapter 63 of the Code; provided, that the Board of Managers shall not make any election under Code Section 6226 or Code Section 6221(b) without first notifying the Members and obtaining the approval of a Required Interest of the Members; provided, further, that the TMP or the Designated Individual shall not make any tax elections or settle or compromise any tax liability or tax audit without the prior written consent of PLC if any such election, settlement or compromise made by the TMP or the Designated Individual would adversely affect in any material respect PLC in a manner that is disproportionate to the other Members (such consent not to be unreasonably withheld).
