Common use of Designation of Tax Matters Partner Clause in Contracts

Designation of Tax Matters Partner. Smithfield is hereby designated as the “Tax Matters Partner” under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, 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 regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Stockholder is a “notice partner” as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Stockholders a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Stockholders advised of all material developments with respect to any proposed adjustments which come to its attention. Any Stockholder has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall be deemed expenses of the Company. Each Stockholder, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Stockholder in connection with such participation. Further, the cost of any adjustments to a Stockholder and the cost of any resulting audits or adjustments of such Stockholder’s tax return, shall be borne solely by the affected Stockholder. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without the approval of the Board of Directors. This Section 9.2 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Stockholder under Sections 6222 through 6232 of the Code. The Company will timely elect to be classified as a partnership for United States federal income tax purposes effective on the Closing Date.

Designation of Tax Matters Partner. Smithfield The DSC Member is hereby designated as the “"Tax Matters Partner” ", under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, deems necessary or desirable to perfect such designation, including including, subject to Section 6.3 hereof, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Stockholder Member is a “"notice partner” " as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Stockholders Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Stockholders Members advised of all material developments with respect to any proposed adjustments which come to its attention. Any Stockholder Member has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall shall, upon submission of an adequate accounting, be deemed expenses of the Company. Each StockholderMember, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Stockholder Member in connection with such participation. Further, the cost of any adjustments to a Stockholder Member and the cost of any resulting audits or adjustments of such Stockholder’s Member's tax return, shall be borne solely by the affected StockholderMember. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without the approval of the a Board of DirectorsDetermination. This Section 9.2 6.4 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Stockholder Member under Sections 6222 through 6232 of the Code. The Company will timely elect to be classified as a partnership for United States federal income tax purposes effective on the Closing Date.

Designation of Tax Matters Partner. Smithfield The AIL Member is hereby designated as the “"Tax Matters Partner” ", under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, deems necessary or desirable to perfect such designation, including including, subject to Section 6.3 hereof, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Stockholder Member is a “"notice partner” " as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Stockholders Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Stockholders Members advised of all material developments with respect to any proposed adjustments which come to its attention. Any Stockholder Member has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall shall, upon submission of an adequate accounting, be deemed expenses of the Company. Each StockholderMember, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Stockholder Member in connection with such participation. Further, the cost of any adjustments to a Stockholder Member and the cost of any resulting audits or adjustments of such Stockholder’s Member's tax return, shall be borne solely by the affected StockholderMember. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without the approval of the a Board of DirectorsDetermination. This Section 9.2 6.4 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Stockholder Member under Sections 6222 through 6232 of the Code. The Company will timely elect to be classified as a partnership for United States federal income tax purposes effective on the Closing Date.

Designation of Tax Matters Partner. Smithfield The Managing Member hereby is hereby designated as Tax Matters Partner of the “Company, and shall engage in such undertakings as are required of the Tax Matters Partner of the Company, as provided in Treasury Regulations pursuant to Section 6231 of the Code. Each Member, by the execution of this Agreement, Consents to such designation of the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such Consent. In the event of a withdrawal or removal of the Managing Member pursuant to Article VI or Section 8.13 hereof, the Company shall designate a successor Tax Matters Partner and file a timely notice of such designation with the Internal Revenue Service. Notwithstanding any other provision of this Agreement, the Investor Member hereby is granted authority at any time to be admitted as a Managing Member by converting all or portion of its Investor Member Interest to a Managing Member Interest for the purpose of acting as the Tax Matters Partner with all the authority and powers given to the Managing Member as Tax Matters Partner of the Company under the Code and under this Agreement. Unless otherwise specifically provided or agreed, the new Tax Matters Partner Managing Member in these circumstances will not be responsible for or have the right to conduct any operational or managerial functions of the Company besides those required to discharge its responsibilities as Tax Matters Partner” under Section 6231(a)(7) of the Code, with respect to the Company. The Investor Member may exercise its right to assume the Tax Matters Partner is specifically directed responsibilities for the Company, as provided herewith, upon ten (10) days Notice to the then existing Tax Matters Partner and authorized may continue as Tax Matters Partner indefinitely. In the event that the Investor Member exercises its right to take whatever steps become a Managing Member and to assume duties of the Tax Matters Partner, in its sole discretion, 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 regulations of the United States Department of the Treasury. The pre-existing Tax Matters Partner shall at all times assure that each Stockholder is a “notice partner” will resign in accordance with Treasury Reg. § 301.6231(a)(7)-1(i) and will redesignate the new Managing Member as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver in accordance with Treasury Reg. § 301.6231(a)(7)-1(e). Each Member, by its execution of this Agreement, Consents to each of the other Stockholders a copy of all noticessuch admission and designation and agrees to execute, communicationscertify, reports acknowledge, deliver, swear to, file and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Stockholders advised of all material developments with respect to any proposed adjustments which come to its attention. Any Stockholder has the right to participate in administrative or judicial proceedings relating to the determination of Company items record at the Company levelappropriate public offices such documents as may be necessary or appropriate to evidence such Consent. Expenses of The Investor Member shall, upon such administrative or judicial proceedings undertaken by admission, replace the Managing Member as Tax Matters Partner and shall be deemed expenses of have thereafter all the Company. Each Stockholder, other than authority and powers given to the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Stockholder in connection with such participation. Further, the cost of any adjustments to a Stockholder and the cost of any resulting audits or adjustments of such Stockholder’s tax return, shall be borne solely by the affected Stockholder. Notwithstanding the foregoing, the Managing Member as Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without the approval of the Board of Directors. This Section 9.2 is not intended to authorize Company under the Tax Matters Partner to exercise or limit any right that is exercisable by any other Stockholder Code and under Sections 6222 through 6232 of the Code. The Company will timely elect to be classified as a partnership for United States federal income tax purposes effective on the Closing Datethis Agreement.