Designation of Tax Matters Member. The Private Owner is hereby designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code and under other similar Laws of other relevant jurisdictions, to manage, in consultation with the Initial Member, administrative tax proceedings conducted at the Company level by the Internal Revenue Service or other tax authorities with respect to Company matters. Each Member expressly consents to such designation and agrees that, upon the request of the Tax Matters Member, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Tax Matters Member is specifically directed and authorized to take whatever steps the Tax Matters Member in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service (or other tax authorities) and taking such other action as may from time to time be required under the Code, Treasury Regulations or other Laws. The Tax Matters Member shall keep the other Members fully informed as to any tax audits of the Company, including promptly providing the other Members with copies of any correspondence from any taxing authority and permitting the other Member to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Tax Matters Member shall have the authority, following consultation with the Initial Member, to make any tax elections on behalf of the Company permitted to be made, including the election pursuant to Section 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company may be deemed to be a “small partnership” as described in Section 6231(a)(1)(B), each Member consents to the Company’s electing to be treated as a partnership to which the provisions of Code Section 6221 et. seq. apply (thereby electing to have Code Section 6231(a)(1)(B)(i) not apply). The Initial Member may, at any time following the occurrence and during the continuation of an Event of Default, remove the Private Owner as the Tax Matters Member, appoint itself (or any other willing Member at the time) as the Tax Matters Member, and serve (or cause such other Member to so serve) in such capacity; provided that such removal shall not relieve the Private Owner as Tax Matters Membe...
Designation of Tax Matters Member. The Tax Matters Member shall act as the “tax matters member” of the Company as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and each Member shall provide such information to the Tax Matters Member upon request and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. Each Member hereby reserves all rights under applicable law, including, without limitation, the right to retain independent counsel of its choice at its expense (which counsel shall receive the full cooperation of the Tax Matters Member).
Designation of Tax Matters Member. The Manager, as long as it is a Member, shall act as the Tax Matters Member of the Company, as provided in the regulations pursuant to Section 6231 of the Code. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Tax Matters Member (a) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS and (b) shall inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. The Tax Matters Member shall not enter into an agreement with the IRS or any other taxing authority to extend the limitation period for assessment of any federal, state or local income, franchise or unincorporated business tax of any Member or owner thereof nor settle with the IRS or any other taxing authority to disallow deductions or increase income from this Company with respect to any Member, unless all of the Members shall have agreed thereto.
Designation of Tax Matters Member. (a) Subject to approval of the NSAM Designees (to the extent required) in accordance with Section 5.3(u), the Executive Committee shall have the sole and exclusive authority to make (or not to make) any tax elections on behalf of the Company and its Subsidiaries permitted to be made (or not made) pursuant to U.S. federal, state and local and non-U.S. tax law and to determine the tax treatment of any transaction or other item in the Company’s and its Subsidiaries’ U.S. federal, state and local and non-U.S. tax returns. The Members shall each take reporting positions on their respective U.S. federal, state and local income tax returns consistent with the positions determined for the Company by the Executive Committee in accordance with, and subject to, the provisions of this Agreement.
(b) AHI Member shall be designated as the “tax matters partner” under Section 6231(a)(7) of the Code (the “Tax Matters Member”), to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. The Tax Matters Member is specifically directed and authorized to take whatever steps it deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. The Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Members or, if applicable, in connection with any audit of the Company’s income tax returns. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Tax Matters Member; provided, that, to the extent that the Tax Matters Member knows that, based on a Member’s tax situation, such action or decision would have a material adverse impact on such Member disproportionately relative to the impact on the other Members, the Tax Matters Member shall consult with such Member prior to taking such action or making such decision and shall consider in good faith any proposal made by such Member regarding such action or decision.
Designation of Tax Matters Member. A Majority in Interest shall from time to time designate a “tax matters partner” under Section 6231(a)(7) of the Code (the “TMP”), to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. The TMP is specifically directed and authorized to take whatever steps he or she, in his or her sole discretion, deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under the Treasury Regulations. Without limiting the generality of the foregoing, the TMP shall have the sole and exclusive authority to make any elections on behalf of the Company permitted to be made pursuant to Section 754 or any other Section of the Code or the Treasury Regulations promulgated thereunder.
Designation of Tax Matters Member. The Manager or such other permitted Member shall be designated as the “Tax Matters Member” under Section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Fund level by the Internal Revenue Service with respect to Membership matters. Each Member expressly consents to such designation and agrees that, upon the request of the Manager, it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Manager is specifically directed and authorized to take whatever steps the Manager in its sole and absolute discretion deems necessary or desirable to perfect such designation, including, without limitation, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. Expenses of administrative proceedings relating to the determination of Membership items at the Fund level undertaken by the Tax Matters Member shall be Fund Expenses. Without limiting the generality of the foregoing, the Tax Matters Member shall have the sole and absolute authority to make any elections on behalf of the Fund permitted to be made pursuant to Section 754 or any other Section of the Code or the Treasury Regulations promulgated thereunder.
Designation of Tax Matters Member. The Manager shall be the Tax Matters Member of the Company pursuant to Code section 6231(a)(7). The Tax Matters Member shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of Code section 6223 and shall furnish to the Members a copy of each Notice or communication received from the Internal Revenue Service. All expenses incurred by the Tax Matters Member shall be Company expenses and shall be paid by the Company. The Manager may, in its sole discretion, designate another Member to serve as the Tax Matters Member of the Company, as provided in the Treasury Regulations under Code section 6231. No Member shall make any election under Section 1101(g)(4) of the BBA Audit Rules, or any subsequent law or guidance, to cause the provisions of Section 1101 of the BBA Audit Rules to apply to the Company prior to any taxable year of the Company beginning after December 31, 2017. The Members agree to take such action (including, without limitation, amending this Agreement or entering into a separate agreement) as requested by the Manager to preserve and retain after the effective date of Section 1101 of the BBA Audit Rules (and any regulations, notices, revenue procedures, revenue rulings or other administrative guidance interpreting or applying Section 1101 of the BBA Audit Rules), to the extent possible, the rights, duties, responsibilities and obligations of the Members reflected in this Section 6.3.
Designation of Tax Matters Member. The Private Owner is hereby designated as
Designation of Tax Matters Member. (a) The Initial Member shall act as the initial Tax Matters Member of the Company, as provided in Treasury Regulations pursuant to section 6231 of the Code with respect to a tax matters partner. Each Member hereby approves of such designation and agrees to execute, certify, acknowledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval, including statements required to be filed with the tax returns of the Company in order to effect the foregoing election and designation of the initial Tax Matters Member. Notwithstanding anything to the contrary set forth herein, the Tax Matters Member shall not take any action in its capacity as such without the prior written consent of each Member, which shall not be unreasonably withheld.
(b) To the extent and in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Tax Matters Member shall furnish the name, address, profits interest, and taxpayer identification number of each Member (or assignee) or each indirect Member (as defined in Section 6231(a)(10) of the Code) to the IRS. The Tax Matters Member shall have the duties and authority accorded to a tax matters partner in Sections 6221 through 6234 of the Code and the Treasury Regulations thereunder in the event of an administrative or judicial proceeding relating to the adjustment of Company items required to be taken into account by a Member or indirect Member for United States federal income tax purposes.
Designation of Tax Matters Member. One of the Managers or their successors shall be designated the “Tax Matters Partner” for the purposes of the Code. Mx. Xxxxx Xxxxxx shall be designated as the initial “Tax Matters Partner.” The Managers may designate another Manager as the Tax Manager Partner to succeed Mx. Xxxxxx.
