Tax Matters Partner; Partnership Representative. (a) (i) The General Partner shall be the “tax matters partner,” within the meaning of Section 6231 of the TEFRA Rules (the “Tax Matters Partner”), and the “partnership representative,” within the meaning of Section 6223 of the BBA Rules (the “Partnership Representative”), of the Partnership for federal income tax purposes.
Tax Matters Partner; Partnership Representative. (a) Pursuant to the Revised Partnership Audit Rules: (i) the General Partner shall be designated the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code (the “Partnership Representative”) and for the corresponding provision of any state or local statute, (ii) each of the Partners hereby consents to such designation and agrees to take any such further action as may be required by regulations or otherwise to effectuate such designation, (iii) the Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by any tax authorities, including resulting judicial and administrative proceedings, and to expend Partnership funds for the services and costs associated therewith, (iv) the decisions of the Partnership Representative shall be final and binding as to all Partners, (v) the Partnership Representative shall have the authority to make elections set forth in the Revised Partnership Audit Rules, including but not limited to the election set forth in Section 6221(b) of the Code to opt out of the Revised Partnership Audit Rules and to make the election under Section 6226(a) of the Code if the Partnership is not eligible to opt out of the Revised Partnership Audit Rules, and (vi) any imputed underpayment imposed on the Partnership pursuant to Section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership reasonably determines is attributable to one or more Partners or assignees shall be promptly paid by such Partners or assignees to the Partnership (pro rata in proportion to their respective shares of such underpayment) within 15 days following the Partnership’s request for payment. Notwithstanding the foregoing and for the avoidance of doubt, and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Partner and shall be treated as paid by the Partnership on behalf of such Partner for all purposes. “Revised Partnership Audit Rules” means the provisions of Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by P.L. 114 74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof) or any similar procedures established by a state, local, or non-U.S. taxing authority.
Tax Matters Partner; Partnership Representative. 7.5.1 To the extent the Company is required to have a “tax matters partner” under Section 6231(a)(7) of the Code (the “Tax Matters Partner”), the Class A Member shall act as the Tax Matters Partner. The Tax Matters Partner may resign at any time. The Company shall pay and be responsible for all reasonable third-party costs and expenses incurred by the Tax Matters Partner in performing its duties and any costs incurred by the Tax Matters Partner in connection with an audit of a Company income tax return, and any such costs and expenses shall be Cash Advances.
Tax Matters Partner; Partnership Representative. In the event the Company is required to file a Form 1065 Partnership Tax Return, but qualifies and has filed the necessary documents to opt out of the Centralized Partnership Audit Regime, then upon approval of a majority of the Members, the Company will designate a Member or Manager to act as the "Tax Matters Partner" pursuant to Section 6231(a)(7) of the Code. The Company may, upon approval of a majority of the Members, remove any Tax Matters Partner, with or without cause, and designate a successor to any Tax Matters Partner who for any reason ceases to act. The Tax Matters Partner will inform the Members of all administrative and judicial proceedings pertaining to the determination of the Company's tax items and will provide the Members with copies of all notices received from the Internal Revenue Service regarding the commencement of a Company-level audit or a proposed adjustment of any of the Company's tax items. Upon approval by a majority of the Members, the Tax Matters Partner may extend the statute of limitations for assessment of tax deficiencies against the Members attributable to any adjustment of any tax item. The Company will reimburse the Tax Matters Partner for reasonable expenses properly incurred while acting within the scope of the Tax Matters Partner's authority. In the event the Company is required to file a Form 1065 Partnership Tax Return, but either does not qualify or has not filed the necessary documents to opt out of the Centralized Partnership Audit Regime, then the Company will designate, upon approval of a majority of the Members, a Member or Manager to act as the "Partnership Representative" pursuant to Section 6223(a) of the Code. The Company may, upon approval of a majority of the Members, remove any Partnership Representative, with or without cause, and designate a successor to any Partnership Representative who for any reason ceases to act. The Partnership Representative will inform the Members of all administrative and judicial proceedings pertaining to the determination of the Company's tax items and will provide the Members with copies of all notices received from the Internal Revenue Service regarding the commencement of a Company-level audit or a proposed adjustment of any of the Company's tax items. Upon approval by a majority of the Members, the Partnership Representative may extend the statute of limitations for assessment of tax deficiencies against the Members attributable to any adjustment of any tax item, and...
Tax Matters Partner; Partnership Representative. The GP is hereby designated as the Partnership Representative (prior to January 1, 2018, the “tax matters partner”) pursuant to Code Section 6231 and the Regulations thereunder. The tax matters partner shall represent the Partnership in all Federal income tax matters, and shall hire attorneys, accountants and other professionals at Partnership expense, as it deems necessary to defend the positions taken by the Partnership for Federal income tax purposes.
Tax Matters Partner; Partnership Representative. The General Partner shall be the Partnership’s Tax Matters Partner (“TMP”) within the meaning of Section 6231(a)(7) of the Code, and the General Partner is hereby authorized to take the actions ultimately required to be designated as a “partnership representative” for purposes of the Budget Act, and to take any and all actions that the “partnership representative” is authorized to take with respect to taxable years of the Partnership to which the provisions of the Budget Act relating to partnership audits apply. The TMP shall use its commercially reasonable efforts to apply the rules and elections under the Budget Act in a manner that minimizes the likelihood that any Partner would bear any material tax as a result of any audit or proceeding that is attributable to another Partner (other than a predecessor in interest). The General Partner and TMP are hereby authorized to take any action required to cause the financial burden of any “imputed underpayment” (as determined under Section 6225 of the Code) (an “Imputed Underpayment”) and associated interest, adjustments to tax and penalties arising from a partnership-level adjustment that are imposed on the Partnership to be borne by the Partners and former Partners to whom such Imputed Underpayment relates as determined by the TMP after consulting with the Partnership’s accountants or other advisers, taking into account any differences in the amount of taxes attributable to each Partner because of such Partner’s status, nationality or other characteristics. By executing this Agreement or a counterpart hereof, each Partner and assignee
Tax Matters Partner; Partnership Representative. The Managing Member shall be the “Tax Matters Partner” and the “Partnership Representative” for the Company (or any successor title under applicable law). The Tax Matters Partner/Partnership Representative shall promptly notify the Members in writing of the commencement of any tax audit of, or any tax-focused investigation against the Company of which he or she becomes aware, upon receipt of a tax assessment or other notice, and upon the receipt of a notice of final partnership administrative adjustment or final partnership adjustment, and shall keep the other Members reasonably informed of the status of any tax audit or tax-focused investigation or any resulting administrative or judicial proceeding. The Tax Matters Partner / Partnership Representative may extend the statute of limitations, file a request for administrative adjustment, file suit relating to any Company tax refund or deficiency, or enter into any settlement agreement relating to items of income, gain, loss, or deduction of the Company with any taxing authority. If, and to the maximum extent, permitted by law, the Operating Member may delegate his or her authority as Tax Matters Partner/Partnership Representative to a third-party service provider, or appoint such service provider to serve as such directly.
Tax Matters Partner; Partnership Representative. A. The General Partner shall be the “tax matters partner” of the Partnership and the “partnership representative” of the Partnership, in each case, for federal income tax purposes. In the case of a period for which the Partnership Audit Rules do not apply, pursuant to Section 6223(c)(3) of the Code as in effect before the enactment of the Partnership Audit Rules, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners; provided, however, that such information is provided to the Partnership by the Limited Partners.
Tax Matters Partner; Partnership Representative. (a) For periods beginning prior December 31, 2017, Xxxxxx shall be the Company's Tax Matters Partner under the Code ("TMP").
Tax Matters Partner; Partnership Representative. A. Notwithstanding anything to the contrary in this Agreement, when the Partnership is treated as a Disregarded Entity, the provisions of this Agreement shall be applied (or not applied) in a manner consistent with such treatment with respect to such period, as determined by the General Partner in its sole and absolute discretion. For any period in which the Partnership is treated as a partnership for federal income tax purposes, the subsections (B) or (C) shall apply, as applicable.
