Common use of Tax Matters Member and Partnership Representative Clause in Contracts

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member is hereby designated as the tax matters partner within the meaning of Section 6231(a)(7) of the Code prior to amendment by the Bipartisan Budget Act of 2015 (“Tax Matters Member”). With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within the meaning of Section 6223 of the New Partnership Audit Procedures (the “Partnership Representative”). Neither the Tax Matters Member nor the Partnership Representative shall receive compensation for its services. All third-party costs and expenses incurred by the Tax Matters Member or Partnership Representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Company in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returns.

Tax Matters Member and Partnership Representative. A. With respect to periods not governed by changes to the Code enacted by the Bipartisan Budget Act of 2015, the Managing Member The Manager is hereby designated as (i) with respect to all taxable years to which the TEFRA Rules apply, the “tax matters partner within the meaning of Section 6231(a)(7) partner” of the Code prior to amendment by Company, as provided under Section 6231 of the Bipartisan Budget Act of 2015 TEFRA Rules and the Regulations thereunder (the “Tax Matters Member”). With ) and (ii) with respect to periods governed by all taxable years to which the New Partnership Audit ProceduresBBA Rules apply, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within of the meaning of Company, as provided under Section 6223 of the New Partnership Audit Procedures BBA Rules (the “Partnership Representative”). Neither Each Member expressly consents to such designation and agrees that, upon the request of the Manager, 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. The Manager is specifically directed and authorized to take whatever steps the Manager in its discretion deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS and taking such other action as the Manager in its discretion determines may from time to time be required or advisable under the Regulations. The Tax Matters Member nor and the Partnership Representative shall receive compensation for its serviceshave the power and perform the obligations required of a tax matters partner or partnership representative, as applicable, to the extent and in the manner provided by applicable Code Sections and Regulations, including representing the Company before any taxing authority and court in any audit or proceeding affecting tax matters of the Company. All third-party costs and expenses incurred by Without limiting the generality of the foregoing, the Tax Matters Member or the Partnership Representative in performing its duties Representative, as such (including legal applicable, shall have the sole and accounting fees and expenses) shall be borne by absolute authority to make any elections on behalf of the Company in addition permitted to any reimbursement be made pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict 754 or any other Code Section or the Company from engaging a law, advisory, or accounting firm to assist the Tax Matters Member or Partnership Representative in discharging its duties hereunder. At the request of any Member, the Managing Member agrees to inform such Member regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the Managing Member shall have the exclusive power to determine whether to file, and the content of, such returnsRegulations promulgated thereunder.