Common use of Tax Matters Partner; Partnership Representative Clause in Contracts

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 States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (C) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (D) to file a request for an administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (E) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and (F) to take any other action on behalf of the Partners or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Partner or the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner or the Partnership Representative, as applicable. (b) (i) The Tax Matters Partner or the Partnership Representative, as applicable, shall receive no compensation for its services.

Tax Matters Partner; Partnership Representative. (i) A. The General Partner shall be the “tax matters partner,” within the meaning of Section 6231 of the TEFRA Rules (the “Tax Matters Partner”), Partnership and the “partnership representative,” within the meaning of Section 6223 of the BBA Rules (the “Partnership Representative”)Partnership, of the Partnership in each case, for federal income tax purposes. (ii) Pursuant . In the case of a period for which the Partnership Audit Rules do not apply, pursuant to Section 6230(e6223(c)(3) of the TEFRA Code as in effect before the enactment of the Partnership Audit Rules, upon receipt of notice from the Internal Revenue Service IRS of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner tax matters partner shall furnish the Internal Revenue Service IRS with the name, address, taxpayer identification number, address and profit interest of each of the Limited Partners and the AssigneesPartners; provided, however, that such information is provided to the Partnership by the Limited Partners and the Assignees, and the TEFRA Rules apply to such proceedingPartners. (iii) B. The Tax Matters Partner tax matters partner or the Partnership Representativepartnership representative, as applicable, is authorized, but not required: (A1) to enter into any settlement with the Internal Revenue Service IRS 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 tax matters partner or the Partnership Representative partnership representative may expressly state that such agreement shall bind all Partners, except that if in the TEFRA case of an agreement with respect to a period for which the Partnership Audit Rules apply to such proceedingdo not apply, such settlement agreement shall not bind any Partner Partner (1i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service IRS providing that the Tax Matters Partner tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or Partner or (2ii) who is a “notice partner” (as defined in Section 6231(a)(8) 6231 of the TEFRA Code as in effect before the enactment of the Partnership Audit Rules) or a member of a “notice group” (as defined in Section 6223(b)(2) of the TEFRA Code as in effect before the enactment of the Partnership Audit Rules); (B2) if in the event that 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 tax matters partner or the Partnership Representative, as applicablepartnership representative, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (C3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (D4) to file a request for an administrative adjustment with the Internal Revenue Service IRS at any time and, if any part of such request is not allowed by the Internal Revenue ServiceIRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (E5) to enter into an agreement with the Internal Revenue Service IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; (6) to make any elections with respect to any tax audit, adjustment, assessment, “imputed underpayment” (within the meaning of the Code) or other similar item, including any election under Section 6226 of the Code (or a similar provision of state, local or other tax law); and (F7) to take any other action on behalf of the Partners or of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Partner tax matters partner or the Partnership Representative partnership representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner tax matters partner or the Partnership Representativepartnership representative, as applicablethe case may be, and the provisions relating to indemnification of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner and the partnership representative in their capacities as such. (b) (i) C. The Tax Matters Partner or the Partnership Representative, as applicable, tax matters partner and partnership representative shall receive no compensation for its their services. All third party costs and expenses incurred by the tax matters partner or partnership representative in performing their duties as such (including legal and accounting fees) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner or partnership representative in discharging their duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

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 (ior not applied) The 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. B. For each taxable year of the Partnership beginning before January 1, 2018, (1) the General Partner shall be the “tax matters partner,” within the meaning of Section 6231 of the TEFRA Rules Partnership. 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 (the “Tax Matters Partner”), including legal and the “partnership representative,” within the meaning of Section 6223 of the BBA Rules (the “Partnership Representative”), of accounting fees and expenses) shall be borne by the Partnership for federal income 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 purposesmatters partner in discharging its duties hereunder. (ii2) Pursuant to Section 6230(e) of Except as provided in those certain Tax Protection Agreements entered into by the TEFRA RulesPartnership on April 21, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership2014, 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, tax matters partner is authorized, but not required: (A) i. to enter into any settlement with the Internal Revenue Service IRS 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 tax matters partner 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 Partner (1i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service IRS providing that the Tax Matters Partner tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or Partner (2as the case may be) or (ii) who is a “notice partner” (as defined in Code Section 6231(a)(8) of the TEFRA Rules6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2) of the TEFRA Rules)); (B) if ii. in the event that 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 adjustmentFinal Adjustment”) is mailed to the Tax Matters Partner or the Partnership Representative, as applicabletax matters partner, to seek judicial review of such final adjustmentFinal Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (C) iii. to intervene in any action brought by any other Partner for judicial review of a final adjustment; (D) iv. to file a request for an administrative adjustment with the Internal Revenue Service IRS at any time and, if any part of such request is not allowed by the Internal Revenue ServiceIRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (E) v. to enter into an agreement with the Internal Revenue Service IRS to extend the period for assessing any tax which that is attributable to any item required to be taken into account of by a Partner for tax purposes, or an item affected by such item; and (F) vi. to take any other action on behalf of the Partners or the Partnership any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. . (3) The taking of any action and the incurring of any expense by the Tax Matters Partner or the Partnership Representative tax matters partner in connection with any such proceeding, except to the extent required by lawlaw and as provided in those certain Tax Protection Agreements entered into by the Partnership on the date hereof, is a matter in the sole and absolute discretion of the tax matters partner. The provisions relating to indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the tax matters partner in its capacity as such. C. For each taxable year of the Partnership beginning on or after January 1, 2018, the General Partner shall act as or appoint the “partnership representative” of the Partnership for purposes of Code Section 6223(a) and any comparable provisions of state and local law (the “partnership representative”) and, if necessary, shall appoint a “designated individual” within the meaning of Treasury regulations section 301.6223-1 and any comparable provisions of state and local law (a “designated individual”). The General Partner may designate a new partnership representative or designated individual at any time subject to applicable law and shall designate a new partnership representative or designated individual if such person or entity resigns or is deemed ineligible. Except as provided in those certain Tax Matters Protection Agreements dated as of April 21, 2014, the partnership representative shall have all of the powers and responsibilities of such position as provided in the Code and Treasury Regulations and may take any action or make any elections contemplated by Code Sections 6222 through 6241 and any Treasury Regulations thereunder and comparable provisions of state and local law (the “Partnership Audit Rules”) in the sole and absolute discretion of the General Partner. The General Partner, as partnership representative, shall have the right to retain professional assistance as it, in its sole and absolute discretion, determines is necessary to or useful in the performance of its duties, and all out-of-pocket expenses and fees incurred by or in respect of the partnership representative shall constitute Partnership expenses. Any Person who serves as partnership representative or designated individual shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes gross negligence or deliberate misconduct. The provisions relating to indemnification set forth in Section 7.7 hereof shall be fully applicable to the partnership representative and the designated individual, if any, acting as such. Upon the Partnership’s request, each Partner shall provide to the Partnership within the required time frame any information that the partnership representative believes may be necessary or appropriate to resolve any tax issue relating to the Partnership or comply with or be eligible to invoke any aspect of the Partnership Audit Rules. Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable by the Partnership under the Partnership Audit Rules shall be treated as attributable to the Partners, and, to the extent possible, the General Partner shall allocate the burden of any such amounts to those Partners to whom such amounts are reasonably attributable. Any such amounts allocated to a Partner, at the option of the General Partner, shall (a) be promptly paid to the Partnership by such Partner or the Partnership Representative, as applicable. (b) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner. The obligations of each Partner (ior former Partner) The Tax Matters under this Section 10.03(C)) shall survive the Transfer by such Partner of its interest in the Partnership or the dissolution of the Partnership. In the event a Partner Transfers its interest in the Partnership, the transferee and transferor shall be jointly and severally liable for any liability with respect to the obligations of the transferor Partner under this Section 10.03(C). 5. The First Amendment, the Third Amendment and this Amendment, collectively, shall constitute a Partnership RepresentativeUnit Designation with respect to the Series A Preferred Units, as applicablecontemplated by the Partnership Agreement. 6. The foregoing recitals are incorporated in and are made a part of this Amendment. 7. Except as specifically defined herein, all capitalized terms shall have the definitions provided in the Partnership Agreement. This Amendment has been authorized by the General Partner pursuant to Article 14 of the Partnership Agreement and does not require execution by the Limited Partners or any other Person. 8. Except for the amendments set forth in this Amendment, the Partnership Agreement shall be unchanged (including, without limitation, the provisions thereof relating to the designation and issuance of 5,600,000 Series A Preferred Units with the designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms and conditions of redemption, and any such other terms and/or relative, participating, optional or other special rights, powers and duties, set forth in the Partnership Agreement), and the Partnership Agreement, as amended by this Amendment, shall receive no compensation for remain in full force and effect. The General Partner affirms, ratifies and confirms the Partnership Agreement, as amended by this Amendment, and its servicesobligations thereunder.

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) 1. 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) a. 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) b. 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) 2. 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 States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (C) 3. to intervene in any action brought by any other Partner for judicial review of a final adjustment; (D) 4. to file a request for an administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (E) 5. to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and (F) 6. to take any other action on behalf of the Partners or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Partner or the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters Partner or the Partnership Representative, as applicable. (b) (i) The Tax Matters Partner or the Partnership Representative, as applicable, shall receive no compensation for its services. (ii) All third party costs and expenses incurred by the Tax Matters Partner or the Partnership Representative, as applicable, in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. (iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the Tax Matters Partner or the Partnership Representative, as applicable, in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

Tax Matters Partner; Partnership Representative. (i) The A. For taxable years beginning before January 1, 2018, 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 RulesCode (as in effect before amendment by the Bipartisan Budget Act), upon receipt of notice from the Internal Revenue Service IRS of the beginning of an administrative proceeding with respect to the Partnership, the Tax Matters Partner tax matters partner shall furnish the Internal Revenue Service IRS 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) B. The Tax Matters Partner or the Partnership Representative, as applicable, tax matters partner is authorized, but not required: (A1) to enter into any settlement with the Internal Revenue Service IRS 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 tax matters partner 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 Partner (1i) who (within the time prescribed pursuant to the Code (as in effect before amendment by the Bipartisan Budget Act) and Regulations) files a statement with the Internal Revenue Service IRS providing that the Tax Matters Partner tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or Partner or (2ii) who is a “notice partner” (as defined in Section 6231(a)(8) of the TEFRA RulesCode (as in effect before amendment by the Bipartisan Budget Act)) or a member of a “notice group” (as defined in Section 6223(b)(2) of the TEFRA RulesCode (as in effect before amendment by the Bipartisan Budget Act)); (B2) if in the event that 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 applicabletax matters partner, 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 States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located; (C3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (D4) to file a request for an administrative adjustment with the Internal Revenue Service IRS and, if any part of such request is not allowed by the Internal Revenue ServiceIRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (E5) to enter into an agreement with the Internal Revenue Service IRS to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and (F6) to take any other action on behalf of the Partners or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The taking of any action and the incurring of any expense by the Tax Matters Partner or the Partnership Representative tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Tax Matters tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such, and the tax matters partner, in its capacity as such, shall be an Indemnitee for all purposes of this Agreement. C. 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 (as amended by the Section 1101 of P.L. 114-74 (the “Bipartisan Budget Act”)) with all of the rights, duties and powers provided for in Code Sections 6221 through 6241 (as amended by the Bipartisan Budget Act). Subject to the terms of this Agreement, the partnership representative shall have full discretion to represent and bind the Partnership Representativein any audit or administrative proceeding conducted by any taxing authority, as applicable. (b) including without limitation, the power and authority (i) The Tax Matters Partner to make an election under Section 6223 (if available) or Section 6226 of the Code (as each was amended by the Bipartisan Budget Act), and any Regulations promulgated in accordance therewith, (ii) to take, and to cause the Partnership Representativeto 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 expense 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 and absolute discretion of the partnership representative and the provisions 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 applicablesuch, and the partnership representative, in its capacity as such, shall be an Indemnitee for all purposes of this Agreement. D. Neither the tax matters partner nor the partnership representative shall receive no any compensation for its servicesservices as such. All third party costs and expenses incurred by the tax matters partner or the partnership representative in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or law firm to assist the tax matters partner or partnership representative in discharging its duties hereunder.