Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) The General Partner (or its designee) shall be the “partnership representative” of the Partnership within the meaning of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”) for any period during which the Partnership is permitted or required to have a Partnership Representative. The Partnership Representative shall have authority to take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Code, as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”). (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnership, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided above. (d) If the Partnership is required to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out of its own funds and then (i) be reimbursed out of the proceeds of any distribution or redemption with respect to such Units or (ii) to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partner.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Ceres Tactical Systematic L.P.), Limited Partnership Agreement (Ceres Abingdon L.P.), Limited Partnership Agreement (Managed Futures Premier Energy Fund L.P.)

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Partnership Representative. (a) The Limited Partners hereby agree that: (i) the General Partner (or its designeean individual designated by the General Partner) shall will be designated the initial “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”) and the General Partner 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 General Partner shall simultaneously designate an individual who will act for any period during which the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time by the General Partner; (iv) the Fund and each 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 Limited Partners 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 General Partner decides to make such election; (vi) any imputed underpayment of tax imposed on the Fund pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the General Partner reasonably determines is permitted attributable to one or required more Limited Partners (including any former Limited Partner) in the General Partner’s sole discretion; and (vii) the Partnership Representative will be considered indemnified and the provisions of Section 5.6 shall apply to have a the Partnership Representative. The Partnership Representative shall have authority be authorized to take any action of the foregoing actions (or any similar actions), to the extent necessary to allow the Fund to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP (b) Regarding the potential obligation of a former Limited Partner under this paragraph, the following shall apply: (i) each Limited Partner agrees that may notwithstanding any other provision in this Agreement if it is no longer a Limited Partner it shall nevertheless be taken by obligated for any responsibilities under Section 6.5, as if it were a “partnership representative” Limited Partner prior to withdrawal from the Fund and/or transfer of its interest; and (ii) as applicable, the General Partner will not be required to consent to the transfer of interest of any Limited Partner unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within Twenty (20) business days following written demand by the General Partner, such transferee shall be jointly and severally liable with such transferor for such obligation and the General Partner may thereafter treat the transferee as the relevant Limited Partner for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Limited Partner in the event of any audit of the Fund by the United States Internal Revenue Service and provide all information reasonably requested by any Limited Partner regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Fund for which the Fund has made a valid election out of Subchapter C of Chapter 63 of the Code, as revised by Code pursuant to Section 1101 6221 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”)Code. (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnership, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided above. (d) If the Partnership is required to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out of its own funds and then (i) be reimbursed out of the proceeds of any distribution or redemption with respect to such Units or (ii) to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partner.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Veloce Cap Fund 1 Lp), Limited Partnership Agreement (Veloce Cap Fund 1 Lp)

Partnership Representative. (a) The General Partner (or its designee) shall be Corporation is hereby designated as the “partnership representative” of the Partnership within the meaning Company (as that term is defined in Section 6223(a) of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (, the “Partnership Representative”) ), with all of the rights, duties and powers provided for any period during which in the Code and Regulations. The Company shall appoint the “designated individual” identified by the Partnership is permitted or required Representative to have a Partnership Representative. The act on behalf of the Partnership Representative shall have authority to take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Code, as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit RulesDesignated Individual)) in accordance with the applicable Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (b) To The Members agree to reasonably cooperate to timely provide information requested by the maximum extent permitted Partnership Representative as needed to comply with the Partnership Audit Procedures, including to make any elections available to the Company under the 2015 Budget Act Partnership Audit RulesProcedures. Each Member agrees that, upon request of the Company, such Member shall take such actions as reasonably may be necessary or desirable (as determined by the Partnership Representative in consultation Representative) to (i) allow the Company to comply with the Partnership’s tax advisers, provisions of Section 6226 of the Partnership may elect, and each Partner will cooperate Audit Procedures so that any “partnership adjustments” (as defined in electing, under Section 6226(a6241(2) of the Code (as amended Partnership Audit Procedures) are taken into account by the 2015 Budget ActMembers and former Members rather than the Company; (ii) or otherwise, for use the provisions of Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a6225(c) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, Partnership Audit Procedures including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership tax itemsAudit Procedures) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (biii) otherwise allow the power Company and its Members to extend address and respond to any matters arising under the statute Partnership Audit Procedures. (c) For any taxable year in which Amber GT (or any of limitations its Affiliates) owns at least 10% of the interests in the Company for at least six (6) months during the taxable year, the Partnership Representative shall deliver to Amber GT a copy of all Limited Partners material notices, communications, reports and writings received from the IRS by the Company or the Partnership Representative relating to or potentially resulting in an adjustment of Company items (a “Proposed Adjustment”) and shall keep Amber GT reasonably informed regarding all material developments with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf ofsuch Proposed Adjustment. In addition, and binding upon, those Limited Partners having less than a 1% interest in the Partnership, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject any such taxable year, the Partnership Representative shall (i) provide Amber GT with a draft copy of any correspondence, filing or other materials to be submitted by the Company, the Partnership Representative or any of their Affiliates in connection with any administrative or judicial proceedings relating to such Proposed Adjustment reasonably in advance of such submission, (ii) consider in good faith all reasonable changes or comments to such correspondence, filing or other materials requested by Amber GT (to the 2015 Budget Act Audit Rules extent such comments are provided in a timely manner such that it would allow the Company to comply with any deadline imposed under applicable Law), and (iii) provide Amber GT with a final copy of such authority shall be vested in the partnership representative as provided abovecorrespondence, filing or other materials. (d) If the The Partnership is required Representative shall use its commercially reasonable efforts to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out of its own funds and then (i) be reimbursed out apply the rules and elections under the Partnership Audit Procedures in a manner that minimizes the likelihood that any Member would bear any material tax, interest or penalties as a result of any audit or proceeding that is attributable to another Member (other than a predecessor in interest) and (ii) cause the financial burden of any “imputed underpayment” (as determined in accordance with Section 6225 of the proceeds Partnership Audit Procedures) or Proposed Adjustment that does not give rise to an imputed underpayment to 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 imputed underpayment or other Proposed Adjustment and any distribution or redemption associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. (e) Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Units Member’s share of any Tax deficiency paid or payable by the Company that is apportionable to the Member as determined in accordance with clause (ii) of Section 9.3(d) with respect to an audited or reviewed taxable year for which such Member was a partner in the Company. Any obligation of a Member pursuant to this Section 9.3(e) shall be implemented through adjustments to distributions otherwise payable to such Member as determined in accordance with Section 4.1; provided, however, that at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided, further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Procedures, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this Section 9.3(e) shall be treated as an amount distributed to such Member or former Member for all purposes hereunder. (f) All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this Section 9.3(f), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any Affiliate thereof for any costs or losses to any Persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 9.3 absent (i) willful breach of any provision of this Section 9.3 or (ii) to bad faith, fraud, gross negligence or willful misconduct on the extent permitted by applicable lawpart of the Partnership Representative or Designated Individual, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partneras applicable.

Appears in 2 contracts

Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)

Partnership Representative. (a) The General Partner (or its designee) X. XxXxxxx Xxxxxx shall be the “partnership representativePartnership Representativeof as that term is defined in Code Section 6231, and the Treasury Regulations thereunder. To the extent and in the manner provided by applicable Code sections and Treasury Regulations, the Partnership within Representative shall furnish the meaning name, address, profits, interest, and taxpayer identification number of each Member to the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”) for any period during which the Partnership is permitted or required to have a Partnership Representative. The Partnership Representative shall have authority to take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Code, as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”)Service. (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the The Partnership Representative shall, in consultation with its sole discretion, determine whether to make any available election pursuant to the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the PartnershipCode, including, but not limited to, the following: (a) the power to conduct all audits elections under Code Sections 108, 168, 709, 754 and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; 1017. (c) The Partnership Representative shall have all the power to powers of a “tax matters partner” and “partnership representative” under Code Section 6221 et seq., and the Treasury Regulations thereunder and the provisions of Subchapter C of Subtitle A, in Chapter 63 of the Code, as amended by P.L.114-74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) (the “Revised Partnership Audit Procedures”), provided that the Partnership Representative may file a petition with an appropriate federal court for review readjustment of a Company items, after receipt of notice of the final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the PartnershipUnited States Tax Court, unless a Partner but in no event shall have notified such petition be filed in another court of jurisdiction without the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision consent of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided aboveall Members. (d) Any imputed underpayment and other amounts (including penalties and interest) paid by the Company to any taxing authority pursuant to any provision of the Revised Partnership Audit Procedures as a result of any adjustment to or in respect of any Company tax item (all such amounts paid by the Company in respect of such adjustment, an “Imputed Underpayment Amount”) shall be equitably apportioned by the Partnership Representative among the Members for the taxable year of the Company to which such Company item relates (the “reviewed year”) based on (x) each such Member’s (i) share (for the reviewed year) of the adjustment giving rise to the Imputed Underpayment Amount and (ii) share of any reduction in the Imputed Underpayment Amount under Code Section 6225(c) (as in effect under the Revised Partnership Audit Procedures), as determined based on the amount that the Imputed Underpayment Amount is reduced on account of such Member and (y) such other factors that the Partnership Representative reasonably determines to take into account. The Partnership Representative’s apportionment of an Imputed Underpayment Amount among the Members for the applicable reviewed year shall be final and binding on the Members. The amount of any Imputed Underpayment Amount that is apportioned to a Member shall be deemed to be a payment of taxes made in respect of such Member regarding withholdings. Imputed Underpayment Amounts shall include any imputed underpayment and other amounts (including penalties and interest) paid by any entity treated as a partnership for federal (or applicable state or local) income tax purposes in which the Company holds (or has held) a direct or indirect interest, other than through entities treated as corporations for federal (or applicable state or local) income tax purposes, to the extent that the Company bears the economic burden of such amounts, whether under applicable law or by agreement. (e) Each reference to a Member in this Section shall include any Person who was a Member during the applicable reviewed year or other relevant tax year of the Company (including, without limitation, a Person who is no longer a Member at the time that an adjustment to or in respect of a Company tax item becomes final). The provisions of this Section (and the other provisions of this Agreement necessary to give effect hereto), shall survive the termination of the Company and the termination of any Member’s interest in the Company. (f) The Partnership Representative then serving may resign at any time or be removed at any time by consent of all Members. If the Partnership Representative resigns or is required removed, the Members, by Majority Vote, shall elect another member to withhold serve as Partnership Representative. (g) The Partnership Representative shall be entitled to reimbursement from the Company for all reasonable costs and expenses incurred by the Partnership Representative in complying with and carrying out its responsibilities as Partnership Representative, including the costs of bringing any petition and proceedings in the United States taxes Tax Court or other courts having jurisdiction over Company tax matters. The provisions on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out limitations of its own funds and then (i) be reimbursed out liability of the proceeds of any distribution or redemption with respect to such Units or (ii) Manager and Members and indemnification set forth in Article 5 hereof shall be fully applicable to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management Partnership Representative in an amount equal to such tax and transfer such amount to the General Partnerhis or her capacity as such.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Partnership Representative. (a) The General Partner (or its designee) shall be the “partnership representative” of the Partnership within the meaning of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended by the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget Act”)) (the “Partnership Representative”) for any period during which the Partnership is permitted or required to have a Partnership RepresentativeRepresentative and shall serve as such until its successor is duly designated by the General Partner. The Partnership Representative shall have authority to take any action that may be taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Code, as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”). (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, the Partnership may elect, and each Partner will cooperate in electing, under Section 6226(a) of the Code (as amended by the 2015 Budget Act) or otherwise, for Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply, and for each Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Act). (c) The General Partner shall be authorized to perform all duties imposed by Sections 6221 through 6233 of the Code on the General Partner as “tax matters partner” of the Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnership, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided above. (d) If the Partnership is required to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out of its own funds and then (i) be reimbursed out of the proceeds of any distribution or redemption with respect to such Units or (ii) to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Managed Futures Premier Aventis Ii L.P.)

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Partnership Representative. (a) For taxable years of the Partnership beginning before January 1, 2018, Sections 4.03(a) – (f) of the Second A&R LPA shall continue to apply in lieu of Section 4.03(b) – (g) of this Agreement. (b) The General Partner (or its designee) shall be the partnership representativePartnership Representative” of the Partnership within the meaning pursuant to Code Section 6223(a)for taxable years of the Internal Revenue Code of 1986 (the “Code”) Section 6223 (as amended Partnership beginning on or after January 1, 2018 shall be an eligible Partner designated from time to time by the Bipartisan Budget Act Board of 2015 Directors subject to replacement by the Board of Directors. (Pub. L. 114-74) (Any Partner who is designated as the “2015 Budget Act”)) (partnership representative is referred to herein as the “Partnership Representative”). The initial Partnership Representative will be the General Partner and may be changed only upon Board Approval and in accordance with the Code and applicable Treasury Regulations. The Partnership shall designate the “Designated Individual” identified by the Partnership Representative through whom it shall act in its capacity as Partnership Representative; provided that the Designated Individual must be subject to the control of the Partnership Representative. (c) for The Partnership Representative (x) will (or will cause the Company to) give notice to the other Partners of any period during which audit, administrative or judicial proceedings, meetings or conferences with the Internal Revenue Service or other similar matters that come to its attention, and (y) will make the election contemplated by Section 6226 of the Code, and follow the procedures required in connection with that election to make inapplicable to the Partnership the requirement in Section 6225 of the Code that the Partnership pay any “imputed underpayment” as that term is used in such section, unless the Board of Directors determines that such election is not in the best interests of the Partnership and the Partners taken as a whole. (d) In the event that the Partnership is issued a notice of proposed partnership adjustment, the Partnership Representative will undertake the “pull-in” procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment in order to reduce the final partnership adjustment, and to the extent that the “pull-in” procedure does not reduce the partnership adjustment amount to zero, the Partnership Representative will make the “push-out” election contemplated by Code Section 6226(a) with respect to any remaining deficiency in a timely manner, provided that the “push-out” election is available to the Partnership and the Board of Directors has not directed otherwise as set forth in Section 4.03(c). (e) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and tax returns on behalf of the Partnership which may be permitted or required to have a by the applicable provisions of the Code or Treasury Regulations issued thereunder, provided that the Partnership RepresentativeRepresentative may file suit only with Board of Director approval. The Partnership Representative shall act in a similar capacity under any applicable non-U.S., state or local tax law. The Partnership Representative will not cause the Partnership to be treated as other than a “partnership” for federal income tax purposes. All out-of-pocket expenses incurred by the Partnership Representative while acting in such capacity shall be paid or reimbursed by the Partnership. (f) The Partnership Representative shall have the exclusive right and sole authority to take any action that may be taken by a “partnership representative” act on behalf of the Partnership under the provisions of Subchapter C of Chapter Section 63 of the CodeCode (relating to Internal Revenue Service partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, and the Partnership and all Partners shall be bound by the actions taken by the Partnership Representative in such capacity. The Partnership Representative shall keep the Partners informed on a timely basis of all material developments with respect to any such proceeding and shall inform the Partners of any material decision or actions it takes in its capacity as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”)Partnership Representative. (bg) To In the maximum extent permitted event of any “imputed underpayment” within the meaning of Section 6225 of the Code paid by the Partnership as a result of an adjustment with respect to any Partnership item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), the Partnership Representative shall use commercially reasonable efforts to allocate the burden of (or any decrease in Distributable Property resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to Code Sections 6225 and 6232 among the Partners and former Partners in a reasonable manner based on the status, actions, inactions or other attributes of each Partner and taking into account whether such Partner has filed an amended return for its taxable year that includes the end of the reviewed year of the Partnership and paid any tax due shown thereon in order to modify or reduce the amount of the Imputed Adjustment Amount under Section 6225(c)(2). Any amounts allocated to a Partner pursuant to the 2015 Budget Act Audit Rulespreceding sentence will be treated as withholding tax that arises as a result of the status or other matters that are particular to a Partner. If the Partnership becomes liable for any taxes, interest or penalties under Section 6225 of the Code (following a final determination of such liability by the relevant governmental authority), each Partner that was a Partner of the Partnership for the taxable year to which such liability relates shall indemnify and hold harmless the Partnership for such Person’s allocable share of the amount of such tax liability, including any interest and penalties associated therewith, as reasonably determined by the Partnership Representative. (h) Each Partner acknowledges and agrees that (i) it is required to provide the Partnership Representative with any reasonable requested documents, information, assistance or cooperation in consultation connection with the Partnership’s tax advisers, requirements imposed on the Partnership may electpursuant to Sections 6221 through 6241 of the Code, together with any guidance issued thereunder, including (i) information as to a Partner’s (or any direct or indirect interest holder of a Partner’s) status as a “tax-exempt entity” (within the meaning of Section 168(h)(2) of the Code), a real estate investment trust, or a regulated investment company under the Code, (ii) the extent to which a tax-exempt entity Partner (or direct or indirect interest holder of a Partner) was subject to the “unrelated business income tax” under Section 512 of the Code a taxable year, (iii) information regarding a Partner’s (or any direct or indirect interest holder of a Partner’s) status as an individual, C corporation or S corporation, and each Partner will cooperate in electing, (iv) and any other information required by guidance issued under Section 6226(a6225(c)(5) of the Code (or that the Partnership Representative otherwise reasonably deems relevant in order to modify the Partnership’s imputed underpayment as amended by the 2015 Budget Act) or otherwise, for permitted under Section 6225 of the Code (as amended by the 2015 Budget Act) not to apply6225(c), and (ii) if it fails to provide such documentation, information, assistance or cooperation (including as a result of a Partner not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the Partnership as a result of such failure will be treated for each all purposes of this Agreement including Section 7.06) as amounts that are determined by reference to the status of a Partner to take any adjustment into account as provided in Section 6226(a) of the Code (as amended by the 2015 Budget Actor its beneficial owners). (ci) The General Each Partner agrees that, in the case of any direct disposition by such Partner, such Partner shall remain liable for any indemnification obligations set forth under clause (g) above which could be authorized to perform all duties imposed owed by Sections 6221 through 6233 such Partner in respect of the Code on time periods preceding the General Partner as “tax matters partner” effective date of the Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnershipdisposition, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided above. (d) If the Partnership is required to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out transferee of its own funds and then (iPartnership Interest expressly assumes its indemnification liability under Section 4.03(g) be reimbursed out of the proceeds of any distribution or redemption with respect to such Units or (ii) to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partnerpreceding periods.

Appears in 1 contract

Samples: Limited Partnership Agreement (Pattern Energy Group Inc.)

Partnership Representative. (a) The General Partner (or its designee) shall be designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Internal Revenue Code as in effect for the first Fiscal Year beginning after December 31, 2017 and thereafter (in such capacity, the “Partnership Representative”). In the event of 1986 an audit of the Partnership pursuant to the partnership audit procedures (the “CodeBBA Procedures”) enacted under Section 6223 (as amended by 1101 of the Bipartisan Budget Act of 2015 (Pub. L. 114-74) (the “2015 Budget ActBBA”)) (, the Partnership Representative”) for any period during which the Partnership is permitted or required to have a Partnership Representative. The Partnership Representative , in its sole discretion, shall have authority the right to make any and all elections and to take any action actions that may are available to be made or taken by a “partnership representative” under the provisions of Subchapter C of Chapter 63 of the Code, as revised by Section 1101 of the 2015 Budget Act, as such provisions may thereafter be amended and including Treasury regulations or other guidance issued thereunder (the “2015 Budget Act Audit Rules”). (b) To the maximum extent permitted under the 2015 Budget Act Audit Rules, as reasonably determined by the Partnership Representative in consultation with the Partnership’s tax advisers, or the Partnership may elect, and each Partner will cooperate in electing, under the BBA Procedures (including any election under Section 6226 of the Code as amended by the BBA). If an election under Section 6226(a) of the Code (as amended by the 2015 Budget ActBBA) or otherwiseis made, the Partnership shall furnish to each Partner for Section 6225 the year under audit a statement of the Code (as amended by Partner’s share of any adjustment set forth in the 2015 Budget Act) not to applynotice of final partnership adjustment, and for each Partner to shall take any such adjustment into account as provided in required under Section 6226(a6226(b) of the Code (as amended by the 2015 Budget ActBBA). . Each Partner hereby agrees to indemnify and hold harmless the Partnership and the Partnership Representative from and against any liability with respect to the Partner’s proportionate share of any tax liability (cincluding related interest and penalties) asserted or imposed at the Partnership level in connection with any federal income tax audit of the Partnership regardless of whether such Partner is a Partner in the year in which an Internal Revenue Service adjustment is proposed or made. The General foregoing covenants and indemnification obligation of the Partner shall be authorized survive indefinitely and shall not terminate, without regard to perform all duties imposed by Sections 6221 through 6233 any transfer of the Code on the General Partner a Partner’s Interest, withdrawal as “tax matters partner” a Partner, or liquidation, dissolution or termination of the Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Limited Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service and any state taxing authority on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the Partnership, unless a Partner shall have notified the Internal Revenue Service and the General Partner that the General Partner may not act on such Partner’s behalf. Notwithstanding any other provision of this Agreement, the tax matters partner, in its capacity as tax matters partner, shall have no authority with respect to matters subject to the 2015 Budget Act Audit Rules and such authority shall be vested in the partnership representative as provided above. (d) If the Partnership is required to withhold United States taxes on income with respect to Units held by Partners who are nonresident alien individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, or non-U.S. estates, the General Partner may pay such tax out of its own funds and then (i) be reimbursed out of the proceeds of any distribution or redemption with respect to such Units or (ii) to the extent permitted by applicable law, instruct Xxxxxx Xxxxxxx Wealth Management to debit such Partner’s brokerage account with Xxxxxx Xxxxxxx Wealth Management in an amount equal to such tax and transfer such amount to the General Partner.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Gadsden Growth Properties, Inc.)

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