Partnership Audits Sample Clauses

Partnership Audits. (a) The Partnership Representative shall be permitted to take any and all actions under the BBA Rules, and shall have any and all powers necessary to perform fully in such capacity. In such regard, the authority of the Partnership Representative shall include the authority to represent the Partnership before taxing authorities and courts in tax matters affecting the Partnership and the Partners in their capacity as such and the authority, in its sole discretion (but subject to the final sentence of this 9.3(a)), to make any election under the BBA Rules, including the election under Section 6226 of the Internal Revenue Code in connection with any audit. The Partnership Representative shall keep the Partners informed of any material administrative and judicial proceedings and any election described in the preceding sentence. Any Partner (including any Former Partner) that is in dispute with any tax authority in relation to a matter relating to the Partnership shall notify the Partnership Representative within thirty (30) calendar days or as promptly as practicable thereafter following the occurrence of the dispute, and if the Partnership Representative reasonably determines that the matter is of material relevance to the tax position of the Partnership, such Partner shall consult in good faith with the Partnership Representative (or any advisor appointed by the General Partner for the purpose) as to how that dispute is to be handled. Any Partner (including any Former Partner) that enters into a settlement agreement with respect to any Partnership item shall notify the Partnership Representative of such settlement agreement and its terms within thirty (30) calendar days after the date of settlement. Each Partner shall provide the Partnership Representative any tax information reasonably requested so that the Partnership Representative can implement the provisions of this Section 9.3 (including by making any election permitted hereunder), and conduct any tax audit or similar proceeding of the Partnership. The General Partner shall notify each Limited Partner of the identity of the Partnership Representative if it designates a Person other than the General Partner to act as such. If the Partnership Representative is not the General Partner, the Partnership Representative shall consult with the General Partner as to how to conduct any material administrative and judicial proceedings or whether to make any election under the BBA Rules, including the election unde...
Sample 1
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Partnership Audits. (a) With respect to any Subsidiary of the Transferred Company that is a partnership for U.S. Federal income tax purposes, for all taxable periods that end on or before the Closing Date, Buyer and Seller shall use commercially reasonable efforts to cause Seller, or its designated representative, to be the “partnership representative” or “tax matters partner”, as applicable. (b) With respect to any Subsidiary of the Transferred Company that is a partnership for U.S. Federal income tax purposes (or applicable state or local income tax purposes), for all taxable periods that end on or before or that include the Closing Date and for which Seller is not either (x) the “partnership representative” or “tax matters partner” for U.S. federal income tax purposes or (y) any equivalent designation under applicable state or local income tax law, then, for the jurisdiction in which Seller is not the partnership representative, tax matters partner or equivalent designation: (i) Buyer shall use commercially reasonable efforts to prevent the partnership from electing to cause the BBA Rules to apply at any earlier date than is required by applicable Law; (ii) if a Governmental Entity proposes an adjustment to an item of income, gain, loss, deduction or credit for any taxable period to which the BBA Rules apply, Buyer shall (x) use commercially reasonable efforts to cause the partnership to make any available modifications under the BBA Rules for offsetting the economic burden of such adjustment, including by maximizing the likelihood that the tax attributes of each partner are taken into account in determining the adjustment and allocating the benefit of any such modifications to the appropriate partner, (y) notify, or use commercially reasonable efforts to cause the partnership to notify, Seller of such adjustment and shall send, or use commercially reasonable efforts to cause the partnership to send, Seller copies of all written communications from any Governmental Entity, in each case, within five (5) business days of the partnership’s receipt of such notice or communications and (z) shall use commercially reasonable efforts to cause the partnership not to make the election to “push out” any such adjustment to Seller pursuant to Section 6226 of the Code if Seller, at its sole cost and expense, (A) requests (in writing) that the partnership not make the election, (B) timely deposits an amount with the partnership that is equal to the amount of the tax that is attributable ...
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Partnership Audits. (a) The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. The General Partner shall also serve as the Partnership Representative, and the General Partner shall not delegate such function (or any portion of it) without the approval of the Special General Partner. In the event that any such delegation to another Person is approved by the Special General Partner, the provisions of this Agreement relating to the Partnership Representative shall apply to such Person when performing such function. (b) The Partnership Representative (if it is not the General Partner) shall at all times act only as directed by the General Partner. All decisions and all actions, including the making of elections, that the Partnership Representative is authorized to make or do under applicable law may be made by the Partnership Representative (if it is not the General Partner) only as directed by the General Partner. For the avoidance of doubt, nothing in this Agreement shall be seen as permitting the Partnership Representative (if it is not the General Partner) to make any decisions regarding any interaction with any taxing authority or tribunal on behalf of the Partnership or any Partner (including a decision to take no action, to delay taking action, or to act at a particular time). (c) Notwithstanding anything to the contrary in this Agreement, the Partnership shall not make (and the General Partner and the Partnership Representative shall not allow the Partnership to make) (i) any election under Section 6221(b) or Section 6226 of the Code , as amended by the Bipartisan Budget Act of 2015 and any further amendments thereto, or (ii) any election to apply the Partnership Audit Rules as amended by the Bipartisan Budget Act of 2015 to taxable years of the Partnership ending before January 1, 2018, in each case, without the Special General Partner’s consent. (d) The General Partner and the Partnership Representative shall afford the Partners access to the Partnership’s books and records, any other information or documentation relating to the tax situation of the Partnership, and any individuals with knowledge or information regarding the tax situation of the Partnership (including any accountants or other advisors) as may be reasonably necessary for the Initial Preferred LP and the other Partners (or any direct or indirect holder of an interest therein] in connection with any Audit (as defined below), and the General Partner and th...
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Partnership Audits. To the extent the Internal Revenue Service proposes an adjustment to any item of income, gain, loss, deduction or credit of the Company or any applicable Subsidiary, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code, the Company or applicable Subsidiary shall be permitted to make an election described in Section 6226 of the Code.
Sample 1
Partnership Audits. Notwithstanding anything herein to the contrary, the Company shall make a “push out” election under Section 6226 of the Code (and any corresponding provisions of Applicable Law) with respect to any “imputed underpayment” (within the meaning of Section 6225 of the Code) or any interest or penalty related thereto relating to any Pre-Closing Tax Period and the Parties hereby agree to reasonably cooperate (or cause their Affiliates to cooperate) with any and all actions necessary to facilitate any such election.
Sample 1
Partnership Audits. After Closing, Buyer shall notify Seller of any Tax audit, dispute or proceeding with respect to Pennant Midstream or the Pennant Subsidiaries for any period, or portion thereof, ending on or prior to the Closing Date. Buyer shall keep Seller reasonably informed with respect to actions or decisions with respect to such matter that could reasonably be expected to adversely increase Seller’s liability for Taxes with respect to any taxable period ending on or prior to the Closing Date.
Sample 1
Partnership Audits. (i) Stagwell shall promptly notify MDC or, after the Closing, New MDC, following receipt of any notice of any Tax audit, examination, or similar proceeding, and any administrative or judicial proceeding involving any Stagwell Subject Entity with respect to any Pre-Closing Tax Period pursuant to the Partnership Audit Rules (any such proceeding, a “Stagwell Partnership Audit”). (ii) With respect to any Stagwell Partnership Audit commenced prior to the Closing, Stagwell shall use commercially reasonable efforts to make or cause to be made a timely election under Section 6226 of the Code (or similar provisions of state, local or non-U.S. Law) at Stagwell’s sole cost and expense, and, if such election has not been made by the Closing Date with respect to such a Stagwell Partnership Audit or if any Stagwell Partnership Audit is commenced after the Closing, the Parties hereby agree to use commercially reasonable efforts to make or cause to be made (including by taking such actions as necessary to cause OpCo or any of its Subsidiaries after the Closing to make) such election on a timely basis.
Sample 1
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Partnership Audits 
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Related to Partnership Audits

  • Partnerships, Etc To enter into joint ventures, general or limited partnerships and any other combinations or associations;

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

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • Reports to Limited Partners (a) As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by accountants selected by the General Partner. (b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant. (b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest of the Departing General Partner to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units. (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

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