Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) For purposes of this Section 14.2, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the BBA. (b) Within a period of thirty (30) days following the Effective Date the Board shall determine the identity of the Person which shall act as the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Partnership Representative”). The Partnership Representative and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) shall have sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Partnership Representative shall, upon the instructions of the Board, cause the Company to make such election. (d) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative shall promptly notify the Board upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by the Board, including whether to file a petition in Tax court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Company Member of any audit or contest relating to a tax return (or other tax matter) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Company Member reasonably informed with respect to such audit or contest. (e) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Company Members shall take such actions requested by the Partnership Representative; (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and

Partnership Representative. (a) For purposes of tax returns filed with respect to fiscal years beginning after December 31, 2017, this Section 14.210.3(b) shall apply, unless otherwise specified, all and references to Code sections in this Section 10.3(b) refer to the Code sections as in effect after taking into account the amendments provided by the 2015 Budget Act. The General Partner shall take such reasonable actions as it believes will enhance the avoidance of the application to the Partnership of the provisions of Sections 6221 through 6241 of the Code shall be to Code. If, however, such provisions as enacted by do apply to the BBA. (b) Within a period of thirty (30) days following Partnership, the Effective Date the Board General Partner shall determine the identity of the Person which shall also act as the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Partnership Representative”). The Partnership Representative and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) shall have sole authority to act on behalf of the Company for purposes of Subchapter C said Sections 6221 through 6241 of Chapter 63 the Code. Each Partner hereby consents to the General Partner serving as the partnership representative and agrees upon request of the General Partner to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such further documents as may be necessary or appropriate to evidence such consent. The partnership representative will be authorized to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to (i) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) expend the Partnership’s funds for professional services incurred in connection therewith. In such event, the partnership representative shall duly and timely elect under Section 6226 of the Code to require each Person who was a Partner during the taxable year of Partnership that was audited to personally bear any tax, interest and penalty resulting from adjustments based on such audit and shall notify each such Person (and the Internal Revenue Service) of their share of such audit adjustments and, if for any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedingsreason, the Partnership Representative shallis liable for a tax, upon interest, addition to tax or penalty as a result of such an audit, each Person who was a Partner during the instructions taxable year of the BoardPartnership that was audited, cause the Company even if such Person is no longer a Partner (unless a Substituted Limited Partner has agreed to make bear such election. (d) If any “partnership adjustment” (as defined liability in Code Section 6241(2an appropriate document evidencing a Transfer)) is determined with respect , shall pay to the CompanyPartnership an amount equal to such Person’s proportionate share of such liability, as determined by the Partnership Representative shall promptly notify General Partner, based on the Board upon amount each such Person should have borne (computed at the receipt of a notice of final partnership tax rate used to compute the Partnership’s liability) had the Partnership’s tax return for such taxable year reflected the audit adjustment, and the expense for the Partnership’s payment of such tax, interest, addition to tax and penalty shall take be specially allocated to such actions as directed by the Board, including whether to file a petition in Tax court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Company Member of any audit or contest relating to a tax return Persons (or other tax mattertheir successors) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Company Member reasonably informed with respect to in such audit or contestproportions. (e) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Company Members shall take such actions requested by the Partnership Representative; (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and

Partnership Representative. ‌ (a) For purposes of this Section 14.2, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the BBA. (b) Within a period of thirty (30) days following the Effective Date the Board shall determine the identity of the Person which shall act as the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Partnership Representative”). The Partnership Representative and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) shall have sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Partnership Representative shall, upon the instructions of the Board, cause the Company to make such election. (d) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative shall promptly notify the Board upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by the Board, including whether to file a petition in Tax court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Company Member of any audit or contest relating to a tax return (or other tax matter) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Company Member reasonably informed with respect to such audit or contest. (e) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Company Members shall take such actions requested by the Partnership Representative; (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and

Partnership Representative. (a) For purposes of this Section 14.2, unless otherwise specified, all references Saratoga shall designate a natural person to provisions of the Code shall be to such provisions as enacted by the BBA. (b) Within a period of thirty (30) days following the Effective Date the Board shall determine the identity of the Person which shall act serve as the Company’s designated “partnership representative” within the meaning of Code as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws) (the “Partnership Representative”). The provisions of Section 6.08(a) shall apply to all actions taken on behalf of the Members by the Partnership Representative in its capacity as the Company’s Partnership Representative. The Partnership Representative shall be authorized to take any actions permitted to be taken by the partnership representative under the Code and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) thereunder. The Partnership Representative shall have sole authority the right to act retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership Representative shall be reimbursed by the Company. In the event the Partnership Representative receives notice of a final Company adjustment under Section 6231 of the Code, it shall either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6234(a) of the Code, a copy of which petition shall be mailed to all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. The Partnership Representative (I) shall keep the Members reasonably informed of the status of any tax audit, examination or other tax proceeding initiated by any taxing authority and (II) shall not, without Prior Approval (such Prior Approval of the Members not to be unreasonably withheld, conditioned or delayed) extend any statute of limitations, file a request for administrative adjustment, file suit or otherwise initiate any claim, or settle or compromise any tax matter. In the event any adjustment to any partnership-related item would result in an imputed underpayment of the Company under Code Section 6225, each of the Company (including the Partnership Representative) and each Member of the Company for the reviewed year agrees to timely take all reasonable actions under Code Section 6225(c) (and any Treasury Regulations or other IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment, provided that no Member shall be required to provide information regarding its indirect members. (b) Any amount of tax (including interest and penalties) paid by the Company as a result of an imputed underpayment shall be treated as a withholding of tax for purposes of Subchapter C Section 5.03. For the avoidance of Chapter 63 of the Code and any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Partnership Representative shall, upon the instructions of the Board, cause the Company to make such election. (d) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Companydoubt, the Partnership Representative shall promptly notify the Board upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by the Board, including whether to file a petition in Tax court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or not take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Company Member of any audit requiring Approval or contest relating Prior Approval prior to a tax return (Approval or other tax matter) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Company Member reasonably informed with respect to such audit or contestPrior Approval, as applicable, being obtained. (e) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Company Members shall take such actions requested by the Partnership Representative; (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and

Partnership Representative. (a) For purposes of this Section 14.2, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the BBA. (b) Within a period of thirty (30) days following the Effective Date the Board shall determine the identity of the Person which shall act as the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Partnership Representative”). The Partnership Representative and any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3)(ii) shall have sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws (the “Partnership Audit Rules”), subject to advice by the Company’s tax advisors and approval by the Board of any material elections or decisions. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Partnership Representative shall, upon the instructions of the Board, Managers may cause the Company to make such election.election in consultation with the Company’s tax advisor(s). Otherwise, the then serving Managers of the Company shall be designated the “partnership representative” within the meaning of Code Section 6223 with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws provided. Where the Partnership Representative represents the Company in connection with all examinations of the Company's affairs by tax authorities, including, without limitation, administrative and judicial proceedings, the Members agree to cooperate with each other and to do or refrain from doing any and all things reasonably required to conduct such proceedings. In addition: (da) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative shall promptly notify the Board Members upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by a majority of the BoardMembers in writing within 10 business days after the receipt of such notice, including whether to file a petition in Tax courtCourt, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226 or take any other action authorized by the Partnership Audit Rules. The Partnership Representative shall promptly notify each Company Member of any audit or contest relating to a tax return (or other tax matter) of the Company or any of its Subsidiaries and shall use commercially reasonable efforts to keep each Company Member reasonably informed with respect to such audit or contest6226. (eb) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Partnership Representative has not caused the Company to make the election under Code Section 6226, then (i) the Company Members shall take such actions requested by the Partnership Representative, including filing amended tax returns and paying any tax due in accordance with Code Section 6225(c)(2); (ii) the Partnership Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); andand (iii) any “imputed underpayment” (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year. c) If any subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the subsidiary, or (iii) makes an election under Code Section 6226, the Partnership Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in Sections 1(d)-(e) above for partnership adjustments of the Company, and the Members shall take such actions reasonably requested by the Partnership Representative in furtherance of such administrative adjustment request. d) The obligations of each Member or former Member under this provision shall survive the transfer or redemption by such Member of its Membership Interest and the termination of this Agreement or the dissolution of the Company.