Common use of Designation of Tax Matters Member Clause in Contracts

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.