Common use of Designation of Tax Matters Partner Clause in Contracts

Designation of Tax Matters Partner. The General Partner is hereby designated as the “Tax Matters Partner” in conformity with § 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Partnership level by the Internal Revenue Service with respect to Partnership matters. Each Partner expressly consents to such designation and agrees that, upon the request of the General Partner, 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 General Partner is specifically directed and authorized to take whatever steps the General Partner in its 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 the General Partner in its discretion determines may from time to time be required or advisable under the Treasury Regulations. Expenses of administrative proceedings relating to the determination of Partnership items at the Partnership level undertaken by the Tax Matters Partner shall be Partnership Expenses. Without limiting the generality of the foregoing, the Tax Matters Partner shall have the sole and absolute authority to make any elections on behalf of the Partnership permitted to be made pursuant to § 754 or any other section of the Code or the Treasury Regulations promulgated thereunder.

Designation of Tax Matters Partner. The General Partner is hereby designated as the “Tax Matters Partner” in conformity with § under Section 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Partnership Fund level by the Internal Revenue Service with respect to Partnership Fund matters. Each Partner expressly consents to such designation and agrees that, upon the request of the General Partner, 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 General Partner is specifically directed and authorized to take whatever steps the General Partner 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 the General Partner in its discretion determines may from time to time be required or advisable under the Treasury Regulations. Expenses of administrative proceedings relating to the determination of Partnership Fund items at the Partnership Fund level undertaken by the Tax Matters Partner shall be Partnership Fund Expenses. Without limiting the generality of the foregoing, the Tax Matters Partner shall have the sole and absolute authority to make any elections on behalf of the Partnership Fund permitted to be made pursuant to § Section 754 or any other section Section of the Code or the Treasury Regulations promulgated thereunder.

Designation of Tax Matters Partner. The General Partner is hereby designated as the “"Tax Matters Partner” " in conformity with § 6231(a)(7) of the Code, to manage administrative tax proceedings conducted at the Partnership level by the Internal Revenue Service with respect to Partnership matters. Each Partner expressly consents to such designation and agrees that, upon the request of the General Partner, 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 General Partner is specifically directed and authorized to take whatever steps the General Partner in its 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 the General Partner in its discretion determines may from time to time be required or advisable under the Treasury Regulations. Expenses of administrative proceedings relating to the determination of Partnership items at the Partnership level undertaken by the Tax Matters Partner shall be Partnership Expenses. Without limiting the generality of the foregoing, the Tax Matters Partner shall have the sole and absolute authority to make any elections on behalf of the Partnership permitted to be made pursuant to § 754 or any other section of the Code or the Treasury Regulations promulgated thereunder.