Fund Representative Sample Clauses

Fund Representative. The Managing Member is hereby designated as the “partnership representative” of the Fund for any tax period subject to the provisions of Subchapter C of Subtitle F, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) and if a “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3) is required to be appointed, the Managing Member shall designate the individual to serve as the designated individual (such designated individual together with the partnership representative, the “Fund Representative”). The Fund Representative shall represent the Fund in any disputes, controversies or proceedings with the U.S. Internal Revenue Service or with any state or local or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take, including making the election under Section 6226 of the Code to have the Members take tax adjustments into account on their own tax returns. The Fund shall reimburse the Fund Representative for all costs and expenses incurred by it in performing its duties as the Fund Representative (including legal and accounting fees and expenses). Nothing herein shall be construed to restrict the Fund from engaging an accounting firm or a law firm to assist the Fund Representative in discharging its duties hereunder. The Members acknowledge the proposed revenue procedure set forth in Notice 2005-43, 2005-24 I.R.B. 1 (May 20, 2005), and expressly intend that the Fund shall be enabled to make a “Safe Harbor Election” and to issue “Safe Harbor Partnership Interests” within the meaning thereof. If such proposed revenue procedure (or a substantial equivalent) is promulgated in final, effective form, the Fund Representative shall (without the need for further action by the Members) have all necessary authority under this Agreement to give effect to the intention set forth in the‌‌ preceding sentence (including the authority to make any applicable tax election on behalf of the Fund and the Members).
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Fund Representative

  • Designated Representative A. Contractor designates as contract agent with primary responsibility for the performance of this contract. In case this contract agent is replaced by another for any reason, the Contractor will designate another contract agent within seven (7) calendar days of the time the first terminates his or her employment or responsibility using the procedure set for in Section O, Notices.

  • Designated Representatives (a) With the delivery of this Agreement, the Subordination Agent shall furnish to each Liquidity Provider and each Trustee, and from time to time thereafter may furnish to each Liquidity Provider and each Trustee, at the Subordination Agent’s discretion, or upon any Liquidity Provider’s or any Trustee’s request (which request shall not be made more than one time in any 12-month period), a certificate (a “Subordination Agent Incumbency Certificate”) of a Responsible Officer of the Subordination Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and the attorney-in-fact and agents of the Subordination Agent (the “Subordination Agent Representatives”) authorized to give Written Notices on behalf of the Subordination Agent hereunder. Until each Liquidity Provider and each Trustee receives a subsequent Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent Incumbency Certificate delivered to it hereunder.

  • Owner’s Designated Representative Prior to the start of construction, Owner will identify the Owner’s Designated Representative (ODR), who has the express authority to act and bind the Owner to the extent and for the purposes described in the Contract, including responsibilities for general administration of the Contract.

  • Authorised Representatives Each of the Parties shall by notice in writing designate their respective authorised representatives through whom only all communications shall be made. A Party hereto shall be entitled to remove and/or substitute or make fresh appointment of such authorised representative by similar notice.

  • Authorised Representative The Issuer will notify the Dealers immediately in writing if any of the persons named in the list referred to in paragraph 3 of Part 1 of the Initial Documentation List ceases to be authorised to take action on its behalf or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Dealers that such person has been so authorised.

  • Representative The employee, supervisor, or School Board may be represented during any step of the procedure by any person or agent designated by such party to act in his/her behalf.

  • Nurse Representatives The Employer agrees to recognize two (2) Nurse Representatives for the purpose of dealing with grievances and conducting Union interviews.

  • Union Representative Upon mutual agreement of the parties, the number may be altered from time to time. Where a Union Representative commences on an extended leave of absence, the Union will endeavour to find a temporary replacement for the Union Representative from within the Home.

  • NOTICES AND REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt.

  • Authorized Representatives Each Party shall provide Notice to the other Party of the persons authorized to nominate and/or agree to a schedule or dispatch order for the delivery or acceptance of the Product or make other Notices on behalf of such Party and specify the scope of their individual authority and responsibilities, and may change its designation of such persons from time to time in its sole discretion by providing Notice.

Time is Money Join Law Insider Premium to draft better contracts faster.