Common use of Tax Matters Member Partnership Representative Clause in Contracts

Tax Matters Member Partnership Representative. (a) Xxxxxxx Xxxx shall be designated the tax matters member under Section 6231 of the Internal Revenue Code (in such capacity, the “Tax Matters Member”). The Tax Matters Member may be removed and replaced by action of a Majority Interest of the Members. The Tax Matters Member is authorized to take such actions and to execute and file all statements and forms on behalf of the Company which may be permitted or required by the applicable provisions of the Internal Revenue Code or Treasury Regulations issued thereunder. The Tax Matters Member shall have full and exclusive power and authority on behalf of the Company to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company’s tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a “notice partner” within the meaning of Section 6223 of the Internal Revenue Code. Without first obtaining the approval of a Majority Interest of the Members, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Internal Revenue Code Section 6226(b)(5), (iii) enter into an agreement extending the statute of limitations, or (iv) file a petition pursuant to Internal Revenue Code Section 6226(a) or 6228. If an audit of any of the Company’s tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Member. (b) The Board may appoint and replace a Partnership Representative and authorize the Partnership Representative to take any and all actions determined by the Board and permissible under Section 6223 of the Amended Code and Treasury Regulations thereunder. Pursuant to Section 11.2(d), the Board shall have the authority to amend this Section 5.10 to give effect to the provisions of the Bipartisan Budget Act and any Treasury Regulations or other administrative pronouncements promulgated thereunder and each Member agrees to be bound by the provisions of any such amendment.

Tax Matters Member Partnership Representative. (a) Xxxxxxx Xxxx For Periods prior to December 31, 2017, Owl Rock shall be designated the “tax matters member under Section 6231 partner” of the Internal Revenue Company within the meaning of Section 6231(a)(7) of the Code (in such that capacity, the “Tax Matters Member”). The Tax Matters Member may be removed and replaced by action provisions of a Majority Interest of the Members. The Tax Matters Member is authorized Section 6.08(a) shall apply to take such all actions and to execute and file all statements and forms taken on behalf of the Company which may be permitted or required Members by the applicable provisions of Tax Matters Member in its capacity as the Internal Revenue Code or Treasury Regulations issued thereunderCompany’s tax matters partner. The Tax Matters Member shall have full the right and exclusive power obligation to take all actions authorized and authority on behalf of required, respectively, by the Company to represent Code for the Company (at the Company’s expense) in connection with all examinations tax matters partner of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Member shall keep have the Members informed as right to the status retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by the Company’s tax affairs. In the event the Tax Matters Member receives notice of a final Company adjustment under Section 6223(a) of the Code, and it shall take such action as may either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be necessary mailed to cause any all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. Each Member so requesting to become shall be a “notice partner” within the meaning of Section 6223 6231(a)(8) of the Internal Revenue Code. Without first obtaining For the approval avoidance of a Majority Interest of the Membersdoubt, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Internal Revenue Code Section 6226(b)(5), (iii) enter into an agreement extending the statute of limitations, or (iv) file a petition pursuant to Internal Revenue Code Section 6226(a) or 6228. If an audit of any of the Company’s tax returns shall occur, the Tax Matters Matter Member shall not settle take any action requiring Approval or otherwise compromise assertions of the auditing agent which may be adverse Prior Approval prior to any Member Approval or Prior Approval, as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Memberapplicable, being obtained. (b) The Board may appoint and replace For periods after December 31, 2017, Owl Rock shall designate a Partnership Representative and authorize natural person to serve as the Partnership Representative to take any and all actions determined by “partnership representative” within the Board and permissible under meaning of as provided in Section 6223 of the Amended Code (and Treasury Regulations thereunderany similar provisions under any applicable state or local or foreign tax laws) (the “Partnership Representative”). Pursuant The provisions of Section 6.08(a) shall apply to Section 11.2(d)all actions taken on behalf of the Members by the Partnership Representative in its capacity as the Company’s partnership representative for any period after December 31, the Board 2017. The Partnership Representative shall have the authority right and obligation to amend this Section 5.10 to give effect to take all actions authorized and required, respectively, by the provisions Code for the partnership representative of the Bipartisan Budget Act Company. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership Representative shall be reimbursed by the Company. In the event the Partnership Representative receives notice of a final Company adjustment under Section 6231 of the Code, it shall either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6234(a) of the Code, a copy of which petition shall be mailed to all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. The Partnership Representative shall use commercially reasonable efforts to provide each Member with the same information such Member would be entitled to receive for periods prior to December 31, 2017 if such Member were a “notice partner” within the meaning of Section 6231(a)(8) of the Code as in effect for such prior period. In the event any adjustment to any item of income, gain, loss, deduction or credit of the Partnership, or any Partner’s distributive share thereof, for a “reviewed year” (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment of the Company under Code Section 6225, each of the Company (including the Partnership Representative and each Member of the Company for the reviewed year) agrees to timely take all actions under Code Section 6225(c) (and any Treasury Regulations or other administrative pronouncements promulgated thereunder IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. Any amount of tax (including interest and each Member agrees to be bound penalties) paid by the provisions Company as a result of an imputed underpayment shall be treated as a withholding of tax for purposes of Section 5.03. For the avoidance of doubt, the Partnership Representative shall not take any such amendmentaction requiring Approval or Prior Approval prior to Approval or Prior Approval, as applicable, being obtained.

Tax Matters Member Partnership Representative. (a) Xxxxxxx Xxxx For Periods prior to December 31, 2017, MRCC shall be designated the “tax matters member under Section 6231 partner” of the Internal Revenue Company within the meaning of Section 6231(a)(7) of the Code (in such that capacity, the “Tax Matters Member”). The Tax Matters Member may be removed and replaced by action provisions of a Majority Interest of the Members. The Tax Matters Member is authorized Section 6.13(a) shall apply to take such all actions and to execute and file all statements and forms taken on behalf of the Company which may be permitted or required Members by the applicable provisions of Tax Matters Member in its capacity as the Internal Revenue Code or Treasury Regulations issued thereunderCompany’s tax matters partner. The Tax Matters Member shall have full the right and exclusive power obligation to take all actions authorized and authority on behalf of required, respectively, by the Company to represent Code for the Company (at the Company’s expense) in connection with all examinations tax matters partner of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Member shall keep have the Members informed as right to the status retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by the Company’s tax affairs. In the event the Tax Matters Member receives notice of a final Company adjustment under Section 6223(a) of the Code, and it shall take such action as may either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be necessary mailed to cause any all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. Each Member so requesting to become shall be a “notice partner” within the meaning of Section 6223 6231(a)(8) of the Internal Revenue Code. Without first obtaining For the approval avoidance of a Majority Interest of the Membersdoubt, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Internal Revenue Code Section 6226(b)(5), (iii) enter into an agreement extending the statute of limitations, or (iv) file a petition pursuant to Internal Revenue Code Section 6226(a) or 6228. If an audit of any of the Company’s tax returns shall occur, the Tax Matters Matter Member shall not settle take any action requiring Board Approval or otherwise compromise assertions of the auditing agent which may be adverse Prior Investment Committee Approval prior to any Member Board Approval or Prior Investment Committee Approval, as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Memberapplicable, being obtained. (b) The Board may appoint and replace a Partnership Representative and authorize For periods after December 31, 2017, the Partnership Representative to take any and all actions determined by Administrative Agent is hereby designated as the Board and permissible under “partnership representative” within the meaning as provided in Section 6223 of the Amended Code (and Treasury Regulations thereunderany similar provisions under any applicable state or local or foreign tax laws) (the “Partnership Representative”). Pursuant The provisions of Section 6.13(a) shall apply to Section 11.2(d)all actions taken on behalf of the Members by the Partnership Representative in its capacity as the Company’s partnership representative for any period after December 31, the Board 2017. The Partnership Representative shall have the authority right and obligation to amend this Section 5.10 to give effect to take all actions authorized and required, respectively, by the provisions Code for the partnership representative of the Bipartisan Budget Act Company. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership Representative shall be reimbursed by the Company. In the event any adjustment to any item of income, gain, loss, deduction or credit of the Partnership, or any Partner’s distributive share thereof, for a “reviewed year” (as defined in Code Section 6226(d)(1)) that would result in an imputed underpayment (including interest and penalties) of the Company under Code Section 6225 (an “Imputed Underpayment”), (i) the Partnership Representative is authorized to cause the Company to make an election in accordance with Code Section 6226 to cause the Members for the reviewed year to take the adjustment into account in their own tax returns, and (ii) if no such election is made, the Company and each Member of the Company for the reviewed year agrees to timely take all actions under Code Section 6225(c) (and any Treasury Regulations or other administrative pronouncements promulgated thereunder and each Member agrees to be bound IRS guidance issued thereunder) as reasonably requested by the provisions Partnership Representative to eliminate such imputed underpayment (including filing amended tax returns). To the extent that the Company is required to pay any Imputed Underpayment, the Board (taking into account the status of any Member or any action taken by such amendmentMember to reduce the Imputed Underpayment) shall equitably allocate such amount among those persons who were Members during the reviewed year giving rise to the Imputed Underpayment and the amount so allocated to such Member shall be treated as a withholding of tax for purpose of Section 5.02 of this Agreement. For the avoidance of doubt, the Partnership Representative shall not take any action requiring Board Approval or Prior Investment Committee Approval prior to Board Approval or Prior Investment Committee Approval, as applicable, being obtained.