First American Capital Corp Sample Clauses

First American Capital Corp is hereby designated as, and hereby accepts the position of, the Company's "Tax Matters Partner," as defined in the Code. In such capacity, the Tax Matters Partner is hereby authorized and empowered to act for and represent the Company and each of the Members before the Internal Revenue Service in any audit or examination of any Company tax return and before any court selected by the Tax Matters Partner for judicial review of any adjustment assessed by the Service. Each of the Members consents to and agrees to become bound by all actions of the Tax Matters Partner, including any contest, settlement or other action or position which the Tax Matters Partner may deem proper under the circumstances. The Members specifically acknowledge, without limiting the general applicability of this Section, that the Tax Matters Partner shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member with respect to any action taken by it in its capacity as a "Tax Matters Partner," except for gross negligence or willful misconduct. All reasonable out- of-pocket expenses incurred by the Tax Matters Partner in such capacity shall be considered expenses of the Company for which the Tax Matters Partner shall be entitled to full reimbursement. 8.6
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