Tax Matters Partner; Partnership Representative; Tax Elections Sample Clauses

Tax Matters Partner; Partnership Representative; Tax Elections. Special Basis Adjustments 54 Section 10.06. Reports to Limited Partners 56 ARTICLE 11 AMENDMENT OF AGREEMENT; MEETINGS Section 11.01. Amendment 56 Section 11.02. Meetings of Partners 57 ARTICLE 12 GENERAL PROVISIONS Section 12.01. Notices 59 Section 12.02. Survival of Rights 59 Section 12.03. Additional Documents 59 Section 12.04. Severability 59 Section 12.05. Entire Agreement 59 Section 12.06. Pronouns and Plurals 60 Section 12.07. Headings 60 Section 12.08. Counterparts 60 Section 12.09. Governing Law 60 Section 12.10. Arbitration 60 Section 12.11. Acknowledgement as to Exculpation and Indemnification 61 Exhibits Exhibit A Partners, Assignees, Capital Contributions and Partnership Units Exhibit B Form of Notice of Exercise of Exchange Right Exhibit C Form of Partnership Convertible Preferred Unit Amended and Restated Agreement of Limited Partnership of UNITI GROUP LP This Amended and Restated Agreement of Limited Partnership is entered into effective as of the 3rd day of July, 2017, by and among Uniti Group Inc., a Maryland corporation (“Uniti”), Uniti Group LP LLC, a Delaware limited liability company (the “Original Limited Partner”), and the other Limited Partner(s) (as defined herein) set forth or which may, in the future, be set forth on Exhibit A hereto, with respect to Uniti Group LP, a limited partnership formed under the laws of the State of Delaware (the “Partnership”), pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on May 1, 2017 (the “Certificate”).
Sample 1
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Related to Tax Matters Partner; Partnership Representative; Tax Elections

  • Tax Matters Partner A. The General Partner shall be the "tax matters partner" of the Partnership for Federal income tax purposes. Pursuant to Section 6223(c) of the Code, 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 and Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and Assignees.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Tax Matters Member The Company and each Member hereby designate the Managing Member as the “tax matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”).

  • Designation of Tax Matters Partner The Managing General Partner is hereby designated the Tax Matters Partner of the Partnership under Section 6231(a)(7) of the Code. The Managing General Partner is authorized to act in this capacity on behalf of the Partnership and the Participants and to take any action, including settlement or litigation, which it in its sole discretion deems to be in the best interest of the Partnership.

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust.

  • Partnership Representative If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will (i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated as the partnership representative of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by each Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

  • Authority of Tax Matters Partner The TMP shall have the authority to take any and all action reasonably required as TMP, including by way of example, any of the following: (i) enter into a settlement agreement with the Internal Revenue Service that purports to bind the Partners other than the TMP; (ii) file a Tax Court Petition as contemplated in Code Section 6226(a) or Section 6228; (iii) intervene in any action as contemplated in Code Section 6226(b); (iv) file any requests for administrative adjustment contemplated in Code Section 6227(b); or (v) enter into an agreement extending the limitations period as contemplated by Code Section 6229(b)(1)(B).

  • Appointment of Tax Matters Partner The tax matters partner (the “TMP”), as referred to in Code Section 6231(a)(7), for the Partnership shall be the Company.

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