Designation of the Partnership Representative Sample Clauses

Designation of the Partnership Representative. The WHP Holder shall be the “partnership representative” for purposes of Code Section 6223(a), as amended by the Partnership Tax Audit Rules, and any analogous provision of state or local tax law (such Person, including, as the context requires, any “designated individual” through whom such Person is permitted by applicable Law to act, the “Partnership Representative”), and shall have all the rights, duties, powers and obligations provided for in Code Sections 6221 through 6234 and the Partnership Tax Audit Rules and other applicable Laws, as applicable; provided, that the WHP Holder is hereby authorized to (i) designate any other Person selected by the WHP Holder as the Partnership Representative (provided, that Express’s prior written consent shall be required to designate a Person other than an Affiliate of the WHP Holder as the Partnership Representative) and (ii) take, or cause the Company to take, such other actions as may be necessary or advisable pursuant to the Regulations or, other guidance or state or local law to ratify the designations, pursuant to this Section 8.1, of the WHP Holder (or any Person selected by the WHP Holder pursuant to this Section 8.1) as the Partnership Representative. Each Member and Manager hereby expressly consents to such designations and agrees to take such other actions as may be necessary or advisable pursuant to the Regulations, other guidance or state or local law to cause such designations or evidence such Person’s consent to such designations.
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Designation of the Partnership Representative. The Trust and each Shareholder hereby designate Stone Ridge Asset Management LLC (or such Person as may be designated by the Board of Trustees) to be the “partnership representative” of the Trust, within the meaning of the Partnership Audit Rules (in such capacity and in the capacity set forth in the last sentence of this Section 8.4(a), the “Partnership Representative”). The Partnership Representative (if such Person is not a Trustee) shall act in all respects in its capacity as Partnership Representative at the direction of the Board of Trustees. The Partnership Representative, on behalf of the Trust and its Shareholders, shall have the power and authority to take all actions and do such things as required or as it shall deem appropriate under the Code or any other law or regulations (including, for the avoidance of doubt, make any tax elections and appoint a natural person to serve as the “designated individual”, within the meaning of the Partnership Audit Rules (the “Designated Individual”), to act on behalf of the Partnership Representative), and the Shareholders shall have no claim against the Trust or Partnership Representative for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Trust in order to comply with the Partnership Audit Rules or similar provisions of state, local or non-U.S. law. In all audits, investigations, proceedings, claims or examinations not governed by the Partnership Audit Rules, the Partnership Representative shall represent the Trust in all tax matters to the extent allowed by law.
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Designation of the Partnership Representative. The Managers shall designate a Person to serve (i) if applicable for state or local income tax purposes, as the “tax matters partner” (as defined in Code Section 6231, as in effect prior to the effective date of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74) of the Company, and (ii) as the “partnership representative” (as defined in Code Section 6223) of the Company (the Person designated in foregoing clauses (i) and (ii) being the “Partnership Representative”). The Partnership Representative may be removed, and a new Partnership Representative appointed, by the Managers in accordance with the Code and the Treasury Regulations. If the Partnership Representative is not a natural person, then the Partnership Representative shall have the authority to designate an officer, employee, or other representative (who may or may not be an employee) of the Partnership Representative as the “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b)(3) (the “Designated Individual”) to act on behalf of the Partnership Representative, and such Designated ‎Individual shall ‎be subject to replacement by the Partnership Representative in ‎accordance with Section 301.6223-1 ‎of the Treasury Regulations. Any Person that the ‎Partnership Representative designates as the Designated Individual to act on ‎behalf of the Partnership Representative ‎and interact with the Internal Revenue Service shall be ‎treated as, and subject to the ‎benefits, requirements and obligations of, the Partnership ‎Representative for purposes ‎of this Section 7.4.‎ The Partnership Representative shall give prompt notice to the Managers and Members of any and all notices it receives from any taxing authority in its capacity as Partnership Representative concerning the Company, including any ‎notice of audit, any notice of action with respect to a revenue agent’s report, any notice of a thirty (30) day ‎appeal letter and any notice of a deficiency in tax concerning the Company’s federal income tax return. ‎Following commencement of any audit, examination, or proceeding that could result in an adjustment to the tax ‎items recognized by any Member ‎‎(including as a result of having an impact on a subsequent year), the ‎Partnership Representative and/or the Managers shall keep each such Member reasonably and promptly ‎informed of any significant matter, event, or proceeding in connection with such audit, examination, or ‎proceeding (including periodic updates regarding t...
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Related to Designation of the Partnership Representative

  • Partnership Representative If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will (i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated as the partnership representative of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Designation of Tax Matters Partner The Managing General Partner is hereby designated the Tax Matters Partner of the Partnership under Section 6231(a)(7) of the Code. The Managing General Partner is authorized to act in this capacity on behalf of the Partnership and the Participants and to take any action, including settlement or litigation, which it in its sole discretion deems to be in the best interest of the Partnership.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

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