Common use of Partnership Representative and Audits Clause in Contracts

Partnership Representative and Audits. (i) For taxable years beginning after January 1, 2018, the General Partner shall be the “partnership representative” of the Partnership (“Partnership Representative”) pursuant to and to the extent permitted by Section 6223 of Title XI of the Bipartisan Budget Act of 2015 (“Title XI 2015 BBA”). In the event of any pending tax action, investigation, claim or controversy at the Partnership level that may result in a “partnership adjustment,” within the meaning of Section 6241(2) of Title XI 2015 BBA (a “Partnership Adjustment”), to any item reported on a federal tax return of any Partner(s), the Partnership Representative, shall keep such Partner(s) fully and timely informed by written notice of any audit, administrative or judicial proceedings, meetings or conferences with the U.S. Internal Revenue Service (“IRS”) or other similar matters that come to its attention in its capacity as Partnership Representative. Notwithstanding the foregoing, (i) the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, and (ii) all expenses incurred by the Partnership Representative in connection with any income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim (including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership (such expenses, “Tax Audit and Controversy Costs”); provided, however, that all or any portion of any Tax Audit and Controversy Costs that the General Partner reasonably believes were incurred solely due to the tax status, tax needs, or tax reporting requirements of one or more Partners shall be allocated only to such one or more Partners; provided further that, for the avoidance of doubt, the preceding sentence shall not prohibit or limit the General Partner’s ability to allocate any item of income, gain, loss, deduction or credit to any Partner in respect of a Partnership Adjustment implemented in accordance with this Agreement and applicable law. Without the consent of the General Partner, as applicable, no other Partner shall have the right to (A) participate in the audit of any Partnership tax return, (B) file any return inconsistent with, or file any amended return or claim for refund in connection with, any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, (C) participate in any administrative or judicial proceedings arising out of or in connection with any audit, amended return, claim for refund or denial of such claim, or (D) appeal, challenge or otherwise protest any adverse findings in any such audit or with respect to any such amended return or claim for refund or in any such administrative or judicial proceedings.

Partnership Representative and Audits. (ia) For taxable years beginning after January 1, 2018, the General Partner The Manager shall be the “partnership representative” of the Partnership Company and the Manager of each Series shall be the “partnership representative” of each Series, as applicable (in each case, the “Partnership Representative”) ), pursuant to and to the extent permitted by Section 6223 of Title XI of the Bipartisan Budget Act of 2015 (“Title XI 2015 BBA”). In the event of any pending tax action, investigation, claim or controversy at the Partnership Company level that may result in a “partnership adjustment,” within the meaning of Section 6241(2) of Title XI 2015 BBA (a “Partnership Company Adjustment”), to any item reported on a federal tax return of any Partner(sMember(s), the Partnership Representative, shall keep such Partner(sMember(s) fully and timely informed by written notice of any audit, administrative or judicial proceedings, meetings or conferences with the U.S. Internal Revenue Service (“IRS”) or other similar matters that come to its attention in its capacity as Partnership Representative. Notwithstanding the foregoing, (i) the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership Company or the related Series, as applicable, and all Partnersrelated Members, and (ii) all expenses incurred by the Partnership Representative in connection with any income tax audit of any tax return of the Partnership, Company or a Series or the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the PartnershipCompany or a Series, as applicable, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim (including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership Company or the related Series, as applicable (such expenses, “Tax Audit and Controversy Costs”); provided, however, that all or any portion of any Tax Audit and Controversy Costs that the General Partner Manager or Series Manager, as applicable, reasonably believes were incurred solely due to the tax status, tax needs, or tax reporting requirements of one or more Partners Members shall be allocated only to such one or more PartnersMembers; provided further that, for the avoidance of doubt, the preceding sentence shall not prohibit or limit the General PartnerManager’s or Manager of each Series, as applicable, ability to allocate any item of income, gain, loss, deduction or credit to any Partner Member in respect of a Partnership Company Adjustment implemented in accordance with this Agreement and applicable law. Without the consent of the General PartnerManager’s or Manager of each Series, as applicable, no other Partner Member shall have the right to (A) participate in the audit of any Partnership Company or Series tax return, (B) file any return inconsistent with, or file any amended return or claim for refund in connection with, any item of income, gain, loss, deduction or credit reflected on any tax return of the PartnershipCompany or a Series, (C) participate in any administrative or judicial proceedings arising out of or in connection with any audit, amended return, claim for refund or denial of such claim, or (D) appeal, challenge or otherwise protest any adverse findings in any such audit or with respect to any such amended return or claim for refund or in any such administrative or judicial proceedings.

Partnership Representative and Audits. (ia) For taxable years beginning on or after January 1, 2018, the General Partner Sponsor shall be the “partnership representative” of the Partnership Trust (“Partnership Representative”) pursuant to and to the extent permitted by Section 6223 of Title XI of the Bipartisan Budget Act of 2015 (“Title XI 2015 BBA”). In the event of any pending tax action, investigation, claim or controversy at the Partnership Trust level that may result in a “partnership adjustment,” within the meaning of Section 6241(2) of Title XI 2015 BBA (a “Partnership Adjustment”), to any item reported on a federal tax return of any Partner(s)Shareholder, the Partnership Representative, Representative shall keep such Partner(s) Shareholder fully and timely informed by written notice of any audit, administrative or judicial proceedings, meetings or conferences with the U.S. Internal Revenue Service (“IRS”) or other similar matters that come to its attention in its capacity as Partnership Representative. Notwithstanding the foregoing, (i) the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership Trust and all PartnersShareholders, and (ii) all expenses incurred by the Partnership Representative in connection with any income tax audit of any tax return of the PartnershipTrust, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the PartnershipTrust, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim (including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of the Partnership (such expenses, “Tax Audit and Controversy Costs”); provided, however, that all or any portion of any Tax Audit and Controversy Costs that the General Partner reasonably believes were incurred solely due to the tax status, tax needs, or tax reporting requirements of one or more Partners shall be allocated only to such one or more Partners; provided further that, for the avoidance of doubt, the preceding sentence shall not prohibit or limit the General Partner’s ability to allocate any item of income, gain, loss, deduction or credit to any Partner in respect of a Partnership Adjustment implemented in accordance with this Agreement and applicable lawTrust. Without the consent of the General PartnerSponsor, as applicable, no other Partner Shareholder shall have the right to (A) participate in the audit of any Partnership Trust tax return, (B) file any return inconsistent with, or file any amended return or claim for refund in connection with, any item of income, gain, loss, deduction or credit reflected on any tax return of the PartnershipTrust, (C) participate in any administrative or judicial proceedings arising out of or in connection with any audit, amended return, claim for refund or denial of such claim, or (D) appeal, challenge or otherwise protest any adverse findings in any such audit or with respect to any such amended return or claim for refund or in any such administrative or judicial proceedings.