Common use of Designation of Tax Representative Clause in Contracts

Designation of Tax Representative. The Private Owner is hereby designated as the partnership representative (the “Tax Representative”) under § 6223(a) 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 Representative, 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. Except as otherwise provided herein, the Tax Representative is specifically directed and authorized to take whatever steps the Tax Representative in its sole and absolute discretion deems necessary or desirable to perfect such designation, including 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 Representative must keep the Members fully informed as to any Tax audits of the Company, including promptly providing the Members with copies of any correspondence from any Taxing authority, providing the Members with a reasonable opportunity to review and comment on any written submission to be provided to a Tax authority in connection with any audit, examination or other administrative or judicial proceeding, and permitting the Members to participate in any conferences or meetings with any Taxing authority and in any subsequent administrative or judicial proceedings. Except as otherwise provided herein, the Tax Representative will 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 § 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company is eligible under Code § 6221(b) to elect out of the partnership level audit rules, the Tax Representative must make such election and take such further action as may be required to avoid application of the partnership level audit rules under Subchapter C of Chapter 63 of the Code. If the Company is not eligible to elect out of the partnership level audit rules, then, unless the Initial Member and the Private Owner mutually agree otherwise in writing, the Tax Representative must timely elect under Code § 6226(a) to issue to each Member, former Member and the IRS a statement of any adjustments to the Company’s income, gain, loss, deduction or credit allocable to such Member or former Member and no liability arising out of any adjustment will be paid by the Company. 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 Representative, appoint itself (or any other willing Member at the time) as the Tax Representative, and serve (or cause such other Member to so serve) in such capacity; provided that such removal will not relieve the Private Owner as Tax Representative of any obligations or liabilities under this Agreement or any other Transaction Document arising out of, relating to, occurring in connection with, or required to have been paid or performed by, the Private Owner as the Tax Representative in its capacity as such.

Designation of Tax Representative. The Private Owner is hereby designated as the partnership representative (the “Tax Representative”) under § 6223(a) 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 Representative, 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. Except as otherwise provided herein, the Tax Representative is specifically directed and authorized to take whatever steps the Tax Representative in its sole and absolute discretion deems necessary or desirable to perfect such designation, including 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 Representative must keep the Members fully informed as to any Tax audits of the Company, including promptly providing the Members with copies of any correspondence from any Taxing authority, providing the Members with a reasonable opportunity to review and comment on any written submission to be provided to a Tax authority in connection with any audit, examination or other administrative or judicial proceeding, and permitting the Members to participate in any conferences or meetings with any Taxing authority and in any subsequent administrative or judicial proceedings. Except as otherwise provided herein, the Tax Representative will 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 § 754, under any section of the Code or the Treasury Regulations promulgated thereunder or under other Laws. In the event the Company is eligible under Code § 6221(b) to elect out of the partnership level audit rules, the Tax Representative must make such election and take such further action as may be required to avoid application of the partnership level audit rules under Subchapter C of Chapter 63 of the Code. If the Company is not eligible to elect out of the partnership level audit rules, then, unless the Initial Member and the Private Owner mutually agree otherwise in writing, the Tax Representative must timely elect under Code § 6226(a) to issue to each Member, former Member and the IRS a statement of any adjustments to the Company’s income, gain, loss, deduction or credit allocable to such Member or former Member and no liability arising out of any adjustment will be paid by the Company. 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 Representative, appoint itself (or any other willing Member at the time) as the Tax Representative, and serve (or cause such other Member to so serve) in such capacity; provided that such removal will not relieve the Private Owner as Tax Representative of any obligations or liabilities under this Agreement or any other Transaction Document arising out of, relating to, occurring in connection with, or required to have been paid or performed by, the Private Owner as the Tax Representative in its capacity as such.such.‌