Common use of Partnership Tax Returns Clause in Contracts

Partnership Tax Returns. (a) The General Partner shall cause to be prepared and filed on a timely basis all tax returns required to be filed for the Partnership. The General Partner shall send such information as a Limited Partner may reasonably request for the filing of any required tax returns or reports in respect of such Limited Partner’s interest in the Partnership and the Partnership Investments, including the French three percent (3%) annual tax imposed pursuant to Sections 990D et seq. of the Xxxxxx Xxxxxxx Tax Code. As part of its investigation of any proposed Partnership Investment, the General Partner shall investigate with reasonable diligence any tax filing requirements imposed on the Partners solely as a result of investing in such proposed Partnership Investment and shall furnish to the Limited Partners any such information acquired. (b) The Limited Partners agree to cooperate reasonably with the General Partner regarding the filing of forms (including, without limitation, Forms 8832 and 8875) and U.S. partnership returns with the Internal Revenue Service, provided that, in connection with the foregoing, (i) the General Partner shall bear all out-of-pocket costs of preparing and filing such documents and (ii) no Limited Partner will be required to disclose any proprietary information (provided that the Limited Partners’ name, address, and other identifying information shall not be considered proprietary for purposes of this Section 2.06(b)). (c) Each Partner shall cause to be prepared and filed on a timely basis all tax returns required by law to be filed by such Partner. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the other Partners against any losses, claims, damages or liabilities arising from, related to or in connection with such Partner’s failure to make such filings. (d) The General Partner is hereby designated as the Partnership’s “tax matters partner.” The General Partner is specifically directed and authorized to take whatever steps the General Partner, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents and taking such other action as may from time to time be required under applicable tax law. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Partnership Expenses. Each Limited Partner who elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner. Notwithstanding the foregoing, the General Partner shall not bind any Limited Partner to an extension of such Limited Partner’s statute of limitations or to a closing agreement or settlement agreement for tax purposes without such Limited Partner’s prior written consent.

Partnership Tax Returns. (a) The General Partner shall cause to be prepared and filed on a timely basis all tax returns required to be filed for the Partnership. The General Partner shall send such information as a Limited Partner may reasonably request for the filing of any required tax returns or reports in respect of such Limited Partner’s interest in the Partnership and the Partnership Investments, including the French three percent (3%) annual tax imposed pursuant to Sections 990D et seq. of the Xxxxxx Xxxxxxx Tax Code. As part of its investigation of any proposed Partnership Investment, the General Partner shall investigate with reasonable diligence any tax filing requirements imposed on the Partners solely as a result of investing in such proposed Partnership Investment and shall furnish to the Limited Partners any such information acquired. (b) The Limited Partners agree to cooperate reasonably with the General Partner regarding the filing of forms (including, without limitation, Forms 8832 and 8875Form 8832) and U.S. partnership returns with the Internal Revenue Service, provided that, in connection with the foregoing, (i) the General Partner shall bear all out-of-pocket costs of preparing and filing such documents and (ii) no Limited Partner will be required to disclose any proprietary information (provided that the Limited Partners’ name, address, and other identifying information shall not be considered proprietary for purposes of this Section 2.06(b)). (c) Each Partner shall cause to be prepared and filed on a timely basis all tax returns required by law to be filed by such Partner. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the other Partners against any losses, claims, damages or liabilities arising from, related to or in connection with such Partner’s failure to make such filings. (d) The General Partner is hereby designated as the Partnership’s “tax matters partner.” The General Partner is specifically directed and authorized to take whatever steps the General Partner, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents and taking such other action as may from time to time be required under applicable tax law. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Partnership Expenses. Each Limited Partner who elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner. Notwithstanding the foregoing, the General Partner shall not bind any Limited Partner to an extension of such Limited Partner’s statute of limitations or to a closing agreement or settlement agreement for tax purposes without such Limited Partner’s prior written consent.

Partnership Tax Returns. (a) The General Partner shall cause to be prepared and filed on a timely basis all tax returns required to be filed for the Partnership. The General Partner shall send such information as a Limited Partner may reasonably request for the filing of any required tax returns or reports in respect of such Limited Partner’s interest in the Partnership and the Partnership Investments, including the French three percent (3%) annual tax imposed pursuant to Sections 990D et seq. of the Xxxxxx Xxxxxxx Tax Code. As part of its investigation of any proposed Partnership Investment, the General Partner shall investigate with reasonable diligence any tax filing requirements imposed on the Partners solely as a result of investing directly, or through Affiliates by way of Direct Loans, in such proposed Partnership Investment and shall furnish to the Limited Partners any such information acquired. (b) The Limited Partners agree to cooperate reasonably with the General Partner regarding the filing of forms (including, without limitation, Forms 8832 and 8875) and U.S. partnership returns with the Internal Revenue Service, provided that, in connection with the foregoing, (i) the General Partner shall bear all out-of-pocket costs of preparing and filing such documents and (ii) no Limited Partner will be required to disclose any proprietary information (provided that the Limited Partners’ name, address, and other identifying information shall not be considered proprietary for purposes of this Section 2.06(b)). (c) Each Partner shall cause to be prepared and filed on a timely basis all tax returns required by law to be filed by such Partner. Each Partner shall, to the fullest extent permitted by applicable law, indemnify and hold harmless the other Partners against any losses, claims, damages or liabilities arising from, related to or in connection with such Partner’s failure to make such filings. (d) The General Partner is hereby designated as the Partnership’s “tax matters partner.” (the “Tax Matters Partner”). The General Partner is specifically directed and authorized to take whatever steps the General Partner, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents and taking such other action as may from time to time be required under applicable tax law. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Partnership Expenses. Each Limited Partner who elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner. Notwithstanding the foregoing, the General Partner shall not bind any Limited Partner #10338536v8 Partner, or its Affiliates to the extent such Affiliates have granted Direct Loans, to an extension of such Limited Partner’s statute of limitations or to a closing agreement or settlement agreement for tax purposes without such Limited Partner’s prior written consent.

Partnership Tax Returns. (a) The General Partner shall must cause to be prepared and timely filed on a timely basis all tax returns required to be filed for the Partnership. The General Partner shall send may, in its sole discretion, make, refrain or revoke from making, any income or other tax elections for the Partnership that it deems necessary or advisable, including any election pursuant to Section 754 of the Code, and must take such information action and make any election as may be required to ensure that the Partnership is classified as a Limited Partner may reasonably request partnership for the filing of any required federal income tax returns or reports in respect of such Limited Partner’s interest in the Partnership and the Partnership Investments, including the French three percent (3%) annual tax imposed pursuant to Sections 990D et seq. of the Xxxxxx Xxxxxxx Tax Code. As part of its investigation of any proposed Partnership Investment, the General Partner shall investigate with reasonable diligence any tax filing requirements imposed on the Partners solely as a result of investing in such proposed Partnership Investment and shall furnish to the Limited Partners any such information acquiredpurposes. (b) The Limited Partners agree General Partner (or such other eligible Person as may be designated from time to cooperate reasonably with time by the General Partner regarding Partner) shall be the filing “partnership representative” as defined in Section 6223 of forms the Code, as amended by the Bipartisan Budget Act of 2015, of the Partnership (includingthe “Partnership Representative”). The Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in all disputes, without limitation, Forms 8832 and 8875) and U.S. partnership returns controversies or proceedings with the Internal Revenue Service, provided that, in connection and is authorized to make any available election with respect to the BBA Partnership Audit Rules and take any action necessary or appropriate to comply with the foregoing, (i) requirements of the General Partner shall bear all out-of-pocket costs of preparing Code and filing such documents and (ii) no Limited Partner will be required to disclose any proprietary information (provided that conduct the Limited Partners’ name, address, and other identifying information shall not be considered proprietary for purposes of this Section 2.06(b))Partnership’s affairs with respect to the BBA Partnership Audit Rules. (c) Each Partner shall cause will provide such cooperation and assistance, including executing and filing forms or other statements and providing information about the Partners, as is reasonably requested by the Partnership Representative, to enable the Partnership to satisfy any applicable tax reporting or compliance requirements, to make any tax election or to qualify for an exception from or reduced rate of tax or other tax benefit or be prepared relieved of liability for any tax regardless of whether such requirement, tax benefit or tax liability existed on the date such Partner was admitted to the Partnership. If a Partner fails to provide any such forms, statements, or other information requested by the Partnership Representative, such Partner will be required to indemnify the Partnership for the share of any tax deficiency paid or payable by the Partnership that is due to such failure (as reasonably determined by the General Partner). (d) Under Section 6225 of the Code as enacted under the Bipartisan Budget Act of 2015, in the case of any adjustment by the Internal Revenue Service in the amount of any item of income, gain, loss, deduction or credit of the Partnership or any Partner’s distributive share thereof (“IRS Adjustment”), the Partnership may pay an imputed underpayment as calculated under Section 6225(b) of the Code with respect to the IRS Adjustment, including interest and filed on a timely basis all tax returns required by law to be filed by such Partnerpenalties (“Imputed Tax Underpayment”) in the adjustment year or otherwise take the IRS Adjustment into account in the adjustment year. Each Partner shall, agrees to amend its U.S. federal income tax return(s) to include (or reduce) its allocable share of the fullest extent permitted by applicable law, Partnership’s income (or losses) resulting from an IRS Adjustment and pay any tax due with such return as required under Section 6225(c)(2) of the Code even if an Imputed Tax Underpayment liability of the Partnership or IRS Adjustment occurs after the Partner’s withdrawal from the Partnership. Each Partner does hereby agree to indemnify and hold harmless the other Partners Partnership from and against any lossesliability with respect to the Partner’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Partnership, claimsregardless of whether such Partner is a Partner in the Partnership in an adjustment year, damages or liabilities arising from, related to or in connection with such Partner’s failure to make such filings. (d) The General Partner is hereby designated proportionate share as the Partnership’s “tax matters partner.” The General Partner is specifically directed and authorized to take whatever steps reasonably determined by the General Partner, including the General Partner’s reasonable discretion to consider each Partner’s interest in its discretion, deems the Partnership in the reviewed year and a Partner’s timely provision of information necessary or desirable to perfect such designation, including filing any forms or documents reduce the amount of Imputed Tax Underpayment set forth in Section 6225(c) of the Code. (e) All costs and taking such other action as may from time to time be required under applicable tax law. Expenses of any administrative proceedings undertaken by the Tax Matters Partner shall be Partnership Expenses. Each Limited Partner who elects to participate in such proceedings shall be responsible for any expenses incurred by such Limited Partner the Partnership Representative in connection with such participation. The cost the performance of any resulting audits or adjustments of a Limited Partner’s tax return its duties and privileges as the Partnership Representative shall be borne solely by the affected Limited Partner. Notwithstanding Partnership. (f) The provisions contained in this Section 3.8 shall survive the foregoing, dissolution of the General Partner shall not bind Partnership and the withdrawal or dissolution of any Limited Partner to an extension of such Limited Partner’s statute of limitations or to a closing agreement or settlement agreement for tax purposes without such Limited Partner’s prior written consentPartners.