Tax Matters Partner; Partnership Representative Sample Clauses

Tax Matters Partner; Partnership Representative. (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. (ii) Pursuant to Section 6230(e) of the TEFRA Rules, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and the Assignees, and the TEFRA Rules apply to such proceeding. (iii) The Tax Matters Partner or the Partnership Representative, as applicable, is authorized, but not required: (A) to enter into any settlement with the Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the Tax Matters Partner or the Partnership Representative may expressly state that such agreement shall bind all Partners, except that if the TEFRA Rules apply to such proceeding, such settlement agreement shall not bind any Partner (1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or (2) who is a “notice partner” (as defined in Section 6231(a)(8) of the TEFRA Rules) or a member of a “notice group” (as defined in Section 6223(b)(2) of the TEFRA Rules); (B) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner or the Partnership Representative, as applicable, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United State...

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. (a) For periods beginning prior December 31, 2017, Xxxxxx shall be the Company's Tax Matters Partner under the Code ("TMP"). (b) For periods after December 31, 2017, Xxxxxx shall be the "partnership representative" within the meaning of as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws) (the "Partnership Representative"). In the event any adjustment to any item of income, gain, loss, deduction or credit of the Company, or any Member'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 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 IRS guidance issued thereunder) necessary (including filing amended tax returns) to eliminate such imputed underpayment. To the extent that the Company is required to pay any tax as a result of an imputed underpayment, the Partnership Representative in its sole discretion shall allocate such tax in an equitable manner among the Members (including a former Member) who were Members in the reviewed year. At the election of the Board of Managers in its sole discretion, any such tax allocated to a Member (or former Member) shall be treated as (i) a distribution to such Member at the time it is paid to the tax authority and will reduce the amount of the next distribution(s) to which the Member would otherwise be entitled, or (ii) a loan to the Member (or former Member), which loan shall be repaid by the Member (or former Member) within thirty (30) days of the time it is paid to the tax authority; provided that if such loan is not repaid within such thirty (30) days, such loan shall accrue interest at the LIBOR plus 5% retroactive to the date the liability is paid to the tax authority. (c) The TMP/Partnership Representative shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the Internal Revenue Service ("IRS") and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such, and all expenses incurred by the TMP/Partnership Representative in serving as the TMP/Partnership Representative, shall be Company expenses and shall be paid by the Company. Notwithstanding the foregoing, ...

Tax Matters Partner; Partnership Representative. (1) For taxable years of the Partnership beginning before January 1, 2018, the General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder. All references to Code Sections in this Section 10.3.A(1) are to such Code Sections as in effect prior to the repeal or amendment of such Sections by the Bipartisan Budget Act of 2015 (P.L. 114-74) (the “Bipartisan Budget Act”). (2) For each taxable year of the Partnership beginning on or after January 1, 2018, the General Partner shall designate itself or another Person to be the partnership representative of the Partnership (the “Partnership Representative”) within the meaning of Section 6223 of the Code in accordance with Regulations Section 301.6223-1 and any other applicable Internal Revenue Service guidance. If the Person designated by the General Partner to serve as the Partnership Representative is not an individual, the General Partner shall also appoint an individual (the “Designated Individual”) through whom the Partnership Representative acts in accordance with Regulations Section 301.6223-1 and any other applicable Internal Revenue Service guidance. The General Partner shall also designate a new Partnership Representative if the Partnership Representative resigns or is deemed ineligible or appoint a new Designated Individual if the Designated Individual resigns or is deemed ineligible. The General Partner is authorized to revoke and replace from time to time the Partnership Representative or the Designated Individual in accordance with Regulations Section 301.6223-1 and any other applicable Internal Revenue Service guidance. The General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code and Regulations for the Partnership Representative. The taking of any action and the incurring of any e...

Tax Matters Partner; Partnership Representative. (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. (ii) Pursuant to Section 6230(e) of the TEFRA Rules, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners and the Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and the Assignees, and the TEFRA Rules apply to such proceeding. (iii) The Tax Matters Partner or the Partnership Representative, as applicable, is authorized, but not required:

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. 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. (a) For taxable years beginning before January 1, 2018, Section 10.3 as provided in the Amended and Restated Agreement shall apply. (b) For taxable years beginning on or after January 1, 2018, the General Partner, or a person selected by the General Partner, shall be designated and shall act as the “partnership representative” pursuant to Section 6223 of the Code and any comparable state or local law with all of the rights, duties and powers provided for in Sections 6221 through 6241 of the Code and any comparable state or local law. The partnership representative shall appoint on behalf of the Partnership a “designated individual” within the meaning of Section 301.6223-1(b)(3) of the Treasury Regulations, and a designated individual so appointed shall be treated as, and shall have the authority to take any action that may be taken by and shall be subject to the requirements and obligations of, the partnership representative for purposes of this Section 10.3. Subject to the terms of this Agreement, the partnership representative shall have full discretion to represent and bind the Partnership in any audit or administrative proceeding conducted by any taxing authority, including, without limitation, the power and authority (i) to make an election under Section 6223 (if available) or Section 6226 of the Code, and any Regulations promulgated in accordance therewith, (ii) to take, and to cause the Partnership to take, all actions necessary or convenient to give effect to such an election and (iii) to make use of, or cause the Partnership to make use of, any other options that are or may become available under applicable Code sections, Regulations or guidance. The taking of any action and the incurring of any expenses by the partnership representative in connection with any such audit or administrative proceeding, except to the extent required by law, is a matter in the sole discretion of the partnership representative and the provision relating to indemnification or liability of the General Partner set forth in Section 7.7 and 7.8 and the provision relating to indemnification of the Indemnitees set forth in Section 7.7 of this Agreement shall be fully applicable to the partnership representative in its capacity as such, and the partnership representative, in its capacity as such, shall be an Indemnitee for all purposes of this Agreement. Each Partner agrees to be bound by the decisions and elections of the partnership representative and shall provide such info...

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. (a) The tax matters partner of the Company pursuant to Code Section 6231(a)(7) (the “Tax Matters Partner”) and the Partnership Representative of the Company for purposes of the Partnership Tax Audit Rules (the “Partnership Representative”) shall be the Manager. The Tax Matters Partner and the Partnership Representative shall not have the authority without first obtaining the consent of a Majority of the Class A Members to do any of the following: (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind the Members; (ii) file a petition in U.S. Tax Court, U.S. District Court or the U.S. Court of Federal Claims; (iii) intervene in any action in U.S. Tax Court, U.S. District Court or the U.S. Court of Federal Claims; (iv) file any request for administrative adjustment; or (v) enter into an agreement extending the period of limitations for assessment or collection.