Duties of the Tax Matters Partner Sample Clauses

Duties of the Tax Matters Partner. The Tax Matters Partner shall cooperate with the other Partners and, for other than routine correspondence, shall keep the other Partners reasonably informed of discussions with the Internal Revenue Service. The Tax Matters Partner shall, in its sole discretion, determine what is reasonable with regard to communication of such matters. The Tax Matters Partner shall have the power, in its sole discretion, to extend the period of limitations for assessments, file a petition or complaint in any court, file a request for an administrative adjustment of Partnership items after any return has been filed, or enter into any settlement agreement with the Internal Revenue Service or Department of the Treasury with respect to Partnership items of income, gain, loss or deduction. The Tax Matters Partner may request extension to file any tax return or statement without the consent of, but shall so inform, the other Partners. The provisions of this Agreement regarding the Partnership’s tax returns shall survive the termination of the Partnership and the transfer of any Partner’s Partnership Interest and shall remain in effect for the period of time necessary to resolve any and all matters regarding the federal income taxation of the Partnership and items of Partnership income, gain, loss and deduction.
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Duties of the Tax Matters Partner. The Tax Matters Partner shall cooperate with the other Partners and, for other than routine correspondence and communications, shall promptly provide the other Partners with copies of notices or other materials from, and inform the other Partners of discussions engaged in with, the Internal Revenue Service and shall provide the other Partners with notice of all scheduled administrative proceedings, including meetings with Internal Revenue Service agents, technical advice conferences and appellate hearings, as soon as reasonably possible after receiving notice of the scheduling of such proceedings. The Tax Matters Partner shall not agree to extend the period of limitations for assessments, file a petition or complaint in any court, file a request for an administrative adjustment of Partnership items after any return has been filed, or enter into any settlement agreement with the Internal Revenue Service or Department of Treasury with respect to Partnership items of income, gain, loss, deduction or credit except with the consent of the IMC Partner (or, with respect to the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the FRP Partner, which consent shall not be unreasonably withheld. The Tax Matters Partner may request extensions to file any tax return or statement without the consent of, but shall so inform, the IMC Partner (or, with respect to the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the FRP Partner. The provisions of this Agreement regarding the Partnership's tax returns shall survive the termination of the Partnership and the transfer of any Partner's Partnership Interest and shall remain in effect for the period of time necessary to resolve any and all matters regarding the Federal, state and local income taxation of the Partnership and the items of Partnership income, gain, loss, deduction and credit.
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Duties of the Tax Matters Partner. 11.2.1 The Tax Matters Partner shall employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service, and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Partnership expense and shall be paid by the Partnership. Such counsel shall be responsible for representing the Partnership; it shall be the responsibility of General Partner and of Limited Partners, at their own expense, to employ tax counsel to represent their respective separate interests.
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Duties of the Tax Matters Partner. The Tax Matters Partner shall cooperate with [*] and shall promptly provide the [*] with copies of notices or other materials from, and inform the [*] of discussions engaged in with, the Internal Revenue Service or state or local tax authorities and shall SS_NYL2/121210 19 (PA_79524 2) * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION provide [*] with notice of all scheduled administrative proceedings, including, without limitation, meetings with Internal Revenue Service agents, technical advice, conferences and appellate hearings, as soon as possible after receiving notice of the scheduling of such proceedings. The Tax Matters Partner shall not agree to [*] with respect to Partnership items of income, gain loss or deduction, without the prior written consent of the [*]. The Tax Matters Partner may request extensions to file any tax return or statement without the written consent of, but shall so inform, the [*]. The provisions of this Agreement regarding the Partnership’s tax returns shall survive the termination of the Partnership and the transfer of either Partner’s interest in the Partnership and shall remain in effect for the period of time necessary to resolve any and all matters regarding the federal, state and local income taxation of the Partnership and items of Partnership income, gain, loss or deduction. The Tax Matters Partner shall cause the Partnership to elect to deduct research and development expenses pursuant to Section 174 of the Code.
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Related to Duties of the Tax Matters Partner

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting.

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  • Duties and Responsibilities of the Trustee During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that

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  • Duties and Responsibilities of Trustee The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default that may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

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