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

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) Pursuant The Member Designee or any replacement Member Designee appointed pursuant to the Revised Partnership Audit Rules: (i) the General Partner shall be designated Paragraph 8 hereof is hereby appointed as the “partnership representativetax matters partner” of the Partnership within Company, as provided in the meaning of Treasury Regulations pursuant to Section 6223(a) 6231 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 effect prior to the election set forth in Section 6221(b) effective date 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 theretothe “Budget Act”)), Treasury Regulations promulgated thereunderor the “partnership representative” for all purposes of Section 6223 of the Code as in effect following the effective date of the Budget Act), and published administrative interpretations thereof) or any similar procedures established by a state, local, provisions under any other State or local or non-U.S. tax laws, and in such capacity referred to as the “Tax Matters Partner.” Each Member hereby consents to such appointment or designation and agrees that upon the request of the Tax Matters Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Each Member further agrees that such Member shall not treat any Company item on such Member’s individual income tax return in a manner which is inconsistent with the treatment of such item on the Company’s tax return (or with the treatment of the item on any statement of such Member’s share of any adjustment to income, gain, loss, deduction or credit furnished to such Member by the Company in accordance with Section 6226 of the Code, as enacted in the Budget Act). At the request of the Tax Matters Partner in connection with an adjustment of any item of income, gain, loss, deduction, or credit of the Company or any partnership in which the Company invests, directly or indirectly, each Member shall promptly file one or more amended returns in the manner contemplated by Code Section 6225(c) (as in effect following the Budget Act) and any Treasury Regulations or other guidance that may be promulgated or issued in the future relating thereto and pay any tax due with respect to such returns. If the Tax Matters Partner makes an election pursuant to Code Section 6226 (as in effect following the Budget Act) with respect to an imputed underpayment, each Member shall comply with the requirements under such section (and any Treasury Regulations or other guidance that may be promulgated or issued in the future relating thereto). At the request of the Tax Matters Partner, each Member shall provide the Tax Matters Partner and the Company with any information available to such Member and with such representations, certificates, or forms relating to such Member (or its direct or indirect owners or account holders) and any other documentation, in each case, that the Tax Matters Partner determines, in its sole discretion, are necessary to make certain elections or modify imputed underpayments pursuant to the rules of Chapter 63 of the Code (as in effect following the Budget Act) or the Treasury Regulations or other official guidance thereunder. Notwithstanding anything to the contrary in this Agreement, any information, representations, certificates, forms, or documentation so provided may be disclosed to any applicable taxing authority.‌authority. The foregoing covenants of the Members shall survive indefinitely and shall not terminate, without regard to any transfer or redemption of Units, withdrawal as a Member, or liquidation, dissolution or termination of the Company. Each Member further agrees that, to the extent permitted by law, it shall not independently act with respect to tax audits or tax litigation affecting the Company, unless previously authorized to do so in writing by the Tax Matters Partner. Any expenses borne by the Tax Matters Partner in connection with the Company shall be borne by the Company, and the Tax Matters Partner shall be entitled to reimbursement for all expenses incurred in that capacity.

Tax Matters Partner; Partnership Representative. (a) Pursuant For taxable years of the Partnership beginning before January 1, 2018, the General Partner has been designated to be the Revised Partnership Audit Rules: tax matters partner (the “Tax Matters Partner”) within the meaning of Section 6231(a)(7) of the Code for the Partnership; provided, however, (i) in exercising its authority as Tax Matters Partner it shall be limited by the provisions of this Agreement affecting tax aspects of the Partnership; (ii) the General Partner shall consult in good faith with the Limited Partners regarding the filing of a Code Section 6227(a) administrative adjustment request with respect to the Partnership or a Property before filing such request, it being understood, however, that the provisions hereof shall not be designated construed to limit the ability of any Partner, including the General Partner, to file an administrative adjustment request on its own behalf pursuant to Section 6227(a) of the Code; (iii) the General Partner shall consult in good faith with the Limited Partners regarding the filing of a petition for judicial review of an administrative adjustment request under Section 6228 of the Code, or a petition for judicial review of a final partnership administrative judgment under Section 6226 of the Code relating to the Partnership before filing such petition; (iv) the General Partner shall give prompt notice to the Limited Partners of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Partnership income tax returns for any year, receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to the Partnership under Section 6223 of the Code, receipt of written notice of the final Partnership administrative adjustment relating to the Partnership pursuant to Section 6223 of the Code, and receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Partnership; and (v) the General Partner shall promptly notify the Limited Partners if the General Partner does not intend to file for judicial review with respect to the Partnership. All references to Code Sections in this Section 6.8(a) 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 “partnership representative” Bipartisan Budget Act”). (b) For each taxable year of the Partnership within beginning on or after January 1, 2018, the meaning of Section 6223(a) General Partner shall designate itself or another Person to be the partnership representative of the Code Partnership (the “Partnership Representative”) and for within the corresponding provision meaning of any state or local statute, (ii) each Section 6223 of the Partners hereby consents 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 such designation and agrees to take any such further action serve as may be required by regulations or otherwise to effectuate such designation, (iii) the Partnership Representative is authorized and required to represent not an individual, the Partnership General Partner shall also appoint an individual (at the Partnership’s expense“Designated Individual”) 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 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 be final 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 binding as 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 Partnersdesignations and appointments under similar or analogous state, (v) the local or non-U.S. laws. The Partnership Representative shall have the authority right and obligation to make elections set forth 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 expense by the Partnership Representative in connection with any applicable proceeding, except to the extent required by law, is a matter in the Revised sole and absolute discretion of the Partnership Audit RulesRepresentative, including but not limited and the provisions relating to indemnification of the election General Partner set forth in Section 7.10 hereof shall be fully applicable to the Partnership Representative and the Designated Individual, if any, acting as such. (c) Each Partner agrees that such Partner shall not treat any Partnership-related item inconsistently on such Partner’s federal, state, local or non-U.S. tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner with respect to such Partner’s interest in the Partnership (including penalties, additions to tax or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Section 6226 of the Code) will be paid by such Partner. If the Partnership is required to pay (and actually pays) an imputed underpayment (including penalties, additions to tax or interest imposed with respect to such taxes, pursuant to Section 6225 of the Code) with respect to a reviewed year, or bears the economic burden of imputed underpayments made by entities in which it is a partner, such amounts paid will be recoverable from the reviewed-year Partners. To the extent that the Partnership or the Partnership Representative, as applicable, does not make an election under Sections 6221(b) (if available) or 6226 of the Code, the Partnership shall use commercially reasonable efforts to (i) make any modifications available under Section 6225(c) of the Code Code, and (ii) if requested by a Partner, provide to opt out of the Revised Partnership Audit Rules and such Partner information allowing such Partner to make the election under file an amended federal income tax return, as described in Section 6226(a6225(c)(2) of the Code if Code, to the extent such amended return and payment of any related federal income taxes would reduce any taxes payable by Partnership. Each Limited Partner shall, including any time after such Limited Partner withdraws from or otherwise ceases to be a Limited Partner, take all actions requested by the General Partner, including timely provision of requested information and consents in connection with implementing any elections or decisions made by the Partnership is not eligible or the Partnership Representative (or Person acting in a similar capacity under similar or analogous state, local or non-U.S. laws) related to opt out any tax audit or examination of the Revised Partnership Audit Rules, and (vi) including to implement any modifications to any imputed underpayment imposed on or similar amount under Section 6225(c) of the Partnership pursuant to Section 6232 Code, any elections under Sections 6221 or 6226 of the Code (and any related interest, penalties or other additions to taxadministrative adjustment request under Section 6227 of the Code). (d) that the Partnership reasonably determines is attributable to one or more Partners or assignees shall be promptly paid by such Partners or assignees Notwithstanding anything to the Partnership (pro rata contrary in proportion this Agreement, any information, representations, certificates, forms, or documentation provided pursuant to their respective shares this Section 6.8 may be disclosed to any applicable taxing authority. Each Partner agrees to be bound by the provisions of this Section 6.8 at all times, including any time after such underpayment) within 15 days following Partner ceases to be a Partner solely with respect to matters directly related to such Partner’s interest in the Partnership’s request for payment, and the provisions of Section 6.8 shall survive the winding up, liquidation and dissolution of the Partnership. Notwithstanding the foregoing and for For the avoidance of doubt, all references to Code Sections in Sections 6.8(b) and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable 6.8(c) are 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, Code Sections as amended by P.L. 114 74, the Bipartisan Budget Act of 2015 (together with and any applicable 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. (aA) Pursuant to the Revised Partnership Audit Rules: (i) the The General Partner shall be designated the “partnership representativetax matters partner” (as such term is defined in Code Section 6231(a)(7) as in effect prior to repeal of such section pursuant to the Bipartisan Act of 2017 (the “Bipartisan Act”)) of the Partnership within for U.S. federal income tax purposes with respect to taxable periods ending on or before December 31, 2017, or at such later time as the meaning of Section 6223(a) of revised partnership audit procedures as enacted pursuant to the Code Bipartisan Act become effective. The General Partner shall be the partnership representative (the “Partnership Representative”) and for the corresponding provision purposes of any state or local statuteCode Section 6223, (ii) each shall select a “designated individual” on behalf of the Partners hereby consents to such designation Partnership (as contemplated by the proposed Regulations under Section 6223 of the Code), as applicable, 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 shall represent the Partnership (at in any disputes, controversies, or proceedings with 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 Internal Revenue Service 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.‌authority. The tax matters partner or the Partnership Representative, as applicable, shall receive no compensation for its services. 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 in addition to any reimbursement pursuant to Section 7.4. 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. (B) Subject to the revised partnership audit procedures and any Regulations or other administrative guidance promulgated in connection therewith (the “Revised Partnership Audit Procedures”), the tax matters partner or the Partnership Representative, as applicable, is authorized: (1) to make all decisions with respect to any administrative proceeding relating to tax matters or judicial review thereof, including to enter into any settlement with the IRS with respect to any administrative or judicial proceedings (or any state, local or non-U.S. taxing authority); (2) 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 or the Partnership for U.S. 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 United States Tax Court or the United States Court of Federal Claims, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership’s principal place of business is located; (3) to intervene in any action brought by any other Partner for judicial review of a final adjustment; (4) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request; (5) to enter into an agreement with the IRS (or any state, local or non-U.S. taxing authority) to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner or the Partnership for tax purposes, or an item affected by such item; and (6) to take any other action on behalf of the Partnership, the Partners or any of them 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, as applicable, 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, and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the tax matters partner or the Partnership Representative, as applicable, in its capacity as such. (C) Subject to the provisions in this Section 10.3(C), the Partnership Representative shall be entitled to take such actions on behalf of the Partnership in any and all proceedings with the IRS and any other such taxing authority as it reasonably determines to be appropriate and any decision made by the Partnership Representative shall be binding on all Partners. The Partners agree to take such actions as may be required to effect the General Partner’s designation as the Partnership Representative (and its selection of any designated individual, as applicable), cooperate in good faith to timely provide information reasonably requested by the Partnership Representative as needed to comply with the Revised Partnership Audit Procedures, including, without limitation, to make (and take full advantage of) any elections available to the Partnership or to determine whether any imputed underpayment amount may be modified pursuant to Code Section 6225(c), in each case under the Revised Partnership Audit Procedures. The Partnership shall make any payments of assessed amounts under Code Section 6221 and shall allocate any such assessment among the current or former Partners of the Partnership for the “reviewed year” to which the assessment relates in a manner that reflects the current or former Partners’ respective interests in the Partnership for that reviewed year based on such Partner’s share of such assessment as would have occurred if the Partner had amended the tax returns for such reviewed year and such Partner incurred the assessment directly (using the tax rates applicable to the Partnership under Code Section 6225(b). To the extent that the Partnership is assessed amounts under Code Section 6221(a), the current or former Partner(s) to which this assessment relates shall pay to the Partnership such Partner’s share of the assessed amounts, including such Partner’s share of any additional accrued interest assessed against the Partnership relating to such Partner’s share of the assessment, upon thirty (30) days of written notice from the Partnership Representative requesting the payment in accordance with Section 10.4. The Partnership Representative shall have no liability arising out of its performance its duties as the Partnership Representative hereunder and the Partnership shall indemnify, defend and hold the Partnership Representative harmless from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and costs) sustained or incurred as a result of its acting as Partnership Representative hereunder, provided that the foregoing shall not insulate the Partnership Representative from liability for any action constituting fraud, misappropriate of funds or an intentional breach of this Agreement. The provisions contained in this Section 10.3(C) shall survive the dissolution of the Partnership and the withdrawal of any Partner or the transfer of any Partner’s interest in the Partnership. With respect to all taxable years to which the Revised Partnership Audit Procedures apply to the Partnership, the Partnership Representative may, to the extent permitted by law, make an election (a “Pass-Through Election”) under Code Section 6226 with respect to any imputed underpayment of the Partnership, and furnish any adjustment statements to the Partners and to the IRS as required under the Revised Partnership Audit Procedures. In addition to all other remedies that the Partnership may be entitled to pursue, in the event that a Limited Partner fails to pay any amount when due pursuant to this Section 10.3, the Partnership may thereafter, at any time prior to the Partner’s payment in full of such amount (plus any accrued interest), elect, if applicable, to redeem Common Units held by such Partner, in accordance with the procedures set forth in Section 15.1 with the valuation date being the date the Partnership elects to redeem such Common Units, in an amount sufficient to pay any or all of such amount. In the event that proceeds to the Partnership are reduced on account of taxes withheld at the source or the Partnership incurs a liability and such taxes (or a portion thereof) are imposed on or with respect to one or more, but not all, of the Partners or if the rate of tax varies depending on the attributes of specific Partners or to whom the corresponding income is allocated, the amount of the reduction in the Partnership’s net proceeds shall be borne by and apportioned among the relevant Partners and treated as if it were paid by the Partnership as a withholding obligation with respect to such Partners in accordance with such apportionment.

Tax Matters Partner; Partnership Representative. (a) Pursuant to the Revised Partnership Audit Rules: (i) the General Partner shall be designated the The “partnership representativetax matters partner” of the Partnership within the meaning of (as such term is defined in Section 6223(a6231(a)(7) of the Code (the “Partnership Representative”) and for the corresponding provision of any state or local statute, (ii) each of the Partners hereby consents prior to such designation and agrees to take any such further action as may be required amendment 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 the “Pre-Amendment Code”)) of the Partnership (the “Tax Matters Partner”) shall be the General Partner. The “partnership representative” (as such term is defined in Section 6223(a) of the Code, the “Partnership Representative”) shall be the General Partner or such other Person as the General Partner shall designate with any subsequent amendments theretothe prior approval in writing of the Searchlight Limited Partner. The Tax Matters Partner or the Partnership Representative, Treasury as applicable, shall comply with the responsibilities outlined in Sections 6221 through 6233 of the Pre-Amendment Code (including the Regulations promulgated thereunder), in the case of the Tax Matters Partner, and published administrative interpretations thereof) or any similar procedures established Sections 6221 through 6235 of the Code (including the Regulations promulgated thereunder), in the case of the Partnership Representative. Subject to the provisions of this Section 3.4, the Tax Matters Partner and the Partnership Representative shall have such authority as is prescribed by applicable tax law, including the authority to represent the Partnership before a statetaxing authority, localcourt, or non-U.S. other applicable governmental authority in respect of any audit, examination, contest, litigation or other proceeding by or against any taxing authority.‌authority relating to or affecting the Partnership or the Partners (in their capacity as such) (a “Tax Proceeding”). (ii) The Tax Matters Partner or the Partnership Representative, as applicable, shall diligently keep all Limited Partners informed as to any material developments regarding tax matters relating to or affecting the Partnership or the Partners (in their capacity as such), and shall not make any submission to, request to, or agreement with any taxing authority, court, or other governmental authority in respect of tax matters relating to or affecting the Partnership or the Partners (in their capacity as such) without prior consent of the Searchlight Limited Partner. (iii) The Tax Matters Partner or the Partnership Representative, as applicable, (A) shall keep all Limited Partners diligently informed as to any Tax Proceeding, (B) shall provide notice to Limited Partners promptly (and in any event, no later than fifteen (15) days) after it receives written notice from any tax authority of any pending or threatened Tax Proceeding, (C) shall timely consult with such Limited Partners regarding the conduct of any such Tax Proceeding, including with respect to any submission to any taxing authority, court, or other governmental authority, and shall not make any such submission without the prior consent of the Searchlight Limited Partner, and (D) shall not settle, resolve, compromise or abandon any Tax Proceeding without the prior written consent of the Searchlight Limited Partner.