Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015.

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), ) and the Manager shall be authorized to take any actions necessary under Treasury Regulations, Regulations or other guidance, guidance to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, time by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, Code and agree to take any action action, and furnish the Partnership Representative with any information necessary necessary, to give effect to such election, election if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, penalties or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, indemnified and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) ), to the extent necessary, necessary to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015.

Partnership Representative. (a) The Members Limited Partners hereby agree that: (i) the Manager General Partner (or an individual designated by the ManagerGeneral Partner) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), ) and the Manager General Partner shall be authorized to take any actions necessary under Treasury Regulations, Regulations or other guidance, guidance to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager General Partner shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, time by the ManagerGeneral Partner; (iv) the Company and/or Series Fund and each Member Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members Limited Partners hereby consent to the election set forth in Section 6226(a) of the Code, Code and agree to take any action action, and furnish the Partnership Representative with any information necessary necessary, to give effect to such election, election if the Manager General Partner decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series Fund pursuant to Section 6232 of the Code (and any related interest, penalties, penalties or other additions to tax) that the Manager General Partner reasonably determines is attributable to one or more Members Limited Partners (including any former MemberLimited Partner) in the ManagerGeneral Partner’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, indemnified and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) ), to the extent necessary, necessary to allow the Company and/or Series Fund to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015.. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP