Common use of Tax Audits Clause in Contracts

Tax Audits. (a) Clean Technologies is hereby designated as the initial “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Code (the “Tax Matters Partner”), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Code, inclusive. Each other Member may provide the Secretary of Treasury with notice that it is a “notice partner” under Section 6223 of the Code. Clean Technologies is hereby directed and authorized to take whatever steps Clean Technologies, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS, taking such other action as may from time to time be required under the Treasury Regulations and directing the Administrator to take any of the foregoing actions. Clean Technologies shall remain as the Tax Matters Partner so long as it remains the Managing Member and retains any ownership interests in the Company unless Clean Technologies requests that it not serve as Tax Matters Partner and such request is approved by (i) a Class Majority Vote, if such request is made prior to the Flip Date or (ii) a Majority Vote, if such request is made after the Flip Date, or if Members collectively holding more than 50% of the Class B Membership Interests reasonably determine to remove the Tax Matters Partner for fraud or willful misconduct and appoint a replacement.

Tax Audits. (a) Clean Technologies is hereby designated as the initial “tax matters partner,” as that term is defined in Section 6231(a)(7) of the Pre-2018 Code (the “Tax Matters Partner”) (for Tax years beginning prior to January 1, 2018), of the Company, with all of the rights, duties and powers provided for in Sections 6221 through 6234 of the Pre-2018 Code, inclusive, and the “partnership representative,” as that term is described in Section 6223 of the Code (the “Partnership Representative”), with all of the rights, duties and powers of such position provided for in the Code. Each other Member may provide the Secretary of Treasury with notice that it is a “notice partner” under Section 6223 of the Pre-2018 Code. Clean Technologies is hereby directed and authorized to take whatever steps Clean Technologies, in its reasonable discretion, deems necessary or desirable to perfect such designationdesignation as the Tax Matters Partner or Partnership Representative, as the case may be, including filing any forms or documents with the IRS, taking such other action as may from time to time be required under the Treasury Regulations and directing the Administrator Bloom to take any of the foregoing actions. Clean Technologies shall remain as the Tax Matters Partner or Partnership Representative, as the case may be, so long as it remains the Managing Member and retains any ownership interests in the Company unless Clean Technologies requests that it not serve as Tax Matters Partner or Partnership Representative, as the case may be, and such request is approved by (i) a Class Majority Vote, if such request is made prior to the Flip Date or (ii) a Majority Vote, if such request is made after the Flip Date, or if Members collectively holding more than 50% of the Class B Membership Interests reasonably determine to remove the Tax Matters Partner Partner, or Partnership Representative, as the case may be, for fraud or willful misconduct and appoint a replacement.