Common use of Partnership Representative; Tax Elections; Special Basis Adjustments Clause in Contracts

Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall designate itself or another Person to serve as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) (the “Partnership Representative”) in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. If the Person designated by the General Partner to serve as the Partnership Representative is not an individual, the General Partner shall also appoint an individual (the “Designated Individual”) through whom the Partnership Representative acts in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. The General Partner shall also designate a new Partnership Representative if the Partnership Representative resigns or appoint a new Designated Individual if the Designated Individual resigns. The General Partner is authorized to revoke and replace from time to time the Partnership Representative or the Designated Individual in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. The General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative, and the provisions relating to indemnification of the General Partner set forth in Section 6.3 of this Agreement shall be fully applicable to the Partnership Representative and its Designated Individual, if any, acting as such.