TAX ELECTIONS; TAX MATTERS PARTNER. All elections required or permitted to be made by the Company under the Code shall be made by a Majority Vote of the Members. For all purposes permitted or required by the Code, the Members constitute and appoint its initial manager as Tax Matters Partner or, if he is no longer the Manager, then such other Member or Manager as shall be elected by the Members by Majority Vote. The provisions on limitations of liability and indemnification of the Members set forth in Article 4 hereof shall be fully applicable to the Tax Matters Partner in his or her capacity as such. The Tax Matters Partner may resign at any time by giving written notice to the Company and each of the other Members. Upon the resignation of the Tax Matters Partner, a new Tax Matters Partner may be elected by Majority Vote of the Members.
TAX ELECTIONS; TAX MATTERS PARTNER. The General Partner may, in its sole discretion, cause the Partnership to make an election under Section 754 of the Code. The General Partner is hereby designated as the tax matters partner (the "Tax Matters Partner") of the Partnership, as provided in the Treasury Regulations pursuant to Section 6231 of the Code (and any similar provisions under any other state or local or non-U.S. tax laws). Each Limited Partner hereby consents to such designation and agrees that upon the request of the Tax Matters Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. All expenses incurred by the General Partner while acting in the capacity of Tax Matters Partner shall be paid or reimbursed by the Partnership.
TAX ELECTIONS; TAX MATTERS PARTNER. Cedar Fair, L.P. shall have the exclusive right to make and determine, in its sole discretion, all options and elections with respect to the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and Treasury Regulations (“Treasury Regulations” or “Treas. Reg.”) issued thereunder. As an example of, but not in limitation of, the general authority conferred by the preceding sentence, Cedar Fair, L.P. shall determine whether and when to make or revoke the election under Code Section 754. Cedar Fair, L.P. shall be the “tax matters partner” (as defined in Code Section 6231) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, and to expend Partnership funds for professional services and costs associated therewith. The tax matters partner shall provide all notices and perform all acts required of a tax matters partner under Subchapter C of Chapter 63 of the Code. Cedar Fair, L.P. is authorized to take any action that it determines to be necessary to comply with the requirements of Code Sections 1441,1442, 1445 or 1446 with respect to withholding certain amounts with respect to payments or distributions to a partner who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a “United States real property interest” (as defined in Code Section 897). Notwithstanding the above, Cedar Fair, L.P. shall not have the authority to agree on behalf of any Partner to an extension of time for assessment under Code Sections 6501 (c)(4) or 6229(b)(1)(B).
TAX ELECTIONS; TAX MATTERS PARTNER. The General Partner shall have the exclusive right to make and determine, in its sole discretion, all options and elections with respect to the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and Treasury Regulations (“Treasury Regulations” or “Treas. Reg.”) issued thereunder. As an example of, but not in limitation of, the general authority conferred by the preceding sentence, the General Partner shall determine whether and when to make or revoke the election under Code Section 754. The General Partner shall be the “tax matters partner” (as defined in Code Section 6231) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, and to expend Partnership funds for professional services and costs associated therewith. The tax matters partner shall provide all notices and perform all acts required of a tax matters partner under Subchapter C of Chapter 63 of the Code. The General Partner is authorized to take any action that it determines to be necessary to comply with the requirements of Code Sections 1441, 1442, 1445 or 1446 with respect to withholding certain amounts with respect to payments or distributions to a Limited Partner who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a “United States real property interest” (as defined in Code Section 897). Notwithstanding the above, the General Partner shall not have the authority to agree on behalf of any Limited Partner to an extension of time for assessment under Code Sections 6501(c)(4) or 6229(b)(1)(B).
