Tax Matters Partner; Tax Elections. TFI shall perform all duties imposed on a general partner by Sections 6221 through 6233 of the IRC as "tax matters partner" of the Partnership, including, but not limited to, the following: (i) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (ii) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (iii) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (iv) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, those Limited Partners having less than a 1% interest in the profits of the Partnership unless a Limited Partner notifies the Internal Revenue Service and TFI that TFI may not act on such Limited Partner's behalf. The Managing General Partners may cause the Partnership to make all elections required or permitted to be made by the Partnership under the IRC and not otherwise expressly provided for in this Agreement, in the manner that the Managing General Partners believe will be most advantageous to individual taxpayers who: (i) are married and filing joint federal income tax returns; (ii) are not "dealers" for federal income tax purposes; (iii) are not subject to alternative minimum tax; and (iv) have income at least part of which, without giving effect to any additional tax on preference items, is subject to the maximum federal income tax rate in effect at the time of the election.
Tax Matters Partner; Tax Elections. 18.10.1 Navistar is hereby appointed the “Tax Matters Partner” of the Company for all purposes pursuant to Sections 6221 through 6231 of the Code. Subject to the immediately following sentence, the Tax Matters Partner shall (a) furnish to each Member affected by an audit of the Company income tax returns a complete copy of each notice or other communication received from the Internal Revenue Service or applicable state authority within five (5) calendar days of receipt (except such notices or communications as are sent directly to such Member), (b) keep such Member reasonably informed of any administrative or judicial proceedings, as required by Section 6623(g) of the Code, (c) allow each Member an opportunity to participate in all such administrative and judicial proceedings, and (d) advise and consult with each Member (and assignee) as to proposed adjustments to the federal or state income tax returns of the Company. The Tax Matters Partner shall act at the direction of the Members and in any event shall not have the authority, unless such action has been approved by the Members, to take any material action or make any material decision, including (i) entering into a settlement agreement with the Internal Revenue Service which purports to bind Members other than the Tax Matters Partner, (ii) filing a petition as contemplated in Section 6226(a) or 6228 of the Code, (iii) intervening in any action as contemplated in Section 6226(b) of the Code, (iv) filing any request contemplated in Section 6227(b) of the Code, or (v) entering into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Partner in its capacity as such, but the Company shall reimburse the Tax Matters Partner for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Partner. The Company shall defend, indemnify, and hold harmless the Tax Matters Partner against any and all Liabilities sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Partner, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct.
Tax Matters Partner; Tax Elections. UniCo will be the “tax matters partner” for purposes of this Agreement. UniCo agrees to provide promptly to the Blackstone Entities all material notices and communications UniCo receives in its capacity as tax matters partner. If UniCo is required to make any elections as tax matters partner, such election will be made only with the consent of the Blackstone Entities, which consent will not be unreasonably withheld; without limiting the foregoing, the Blackstone Entities shall be consulted with respect to the choice of methods under Section 704(c) of the Code. Notwithstanding anything in this Agreement to the contrary, UniCo shall cause the Partnership to file an election under Section 754 of the Code effective for the taxable year of the transfers contemplated by the fourth recital to this Agreement if so requested by the Blackstone Entities (in their sole and absolute discretion).
Tax Matters Partner; Tax Elections. (a) The Company hereby elects to have a “tax matters partner” as provided under Code Section 6231(a)(7)(B) (the “Tax Matters Partner”). Subject to the provisions of Section 8.3(d) below, the Duke Member is hereby designated as such Tax Matters Partner. For the avoidance of doubt, except for the making of the elections described in Section 8.3(b)(1) and (2) and Section 8.3(c), the Tax Matters Partner shall not (1) take any action without the approval of the Tax Committee (as defined below) or (2) fail to take any action that it is directed to take by the Tax Committee.
Tax Matters Partner; Tax Elections. The General Partner is hereby designated the “tax matters partner” of the Partnership. The General Partner may make any tax elections for the Partnership allowed under the Code, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Partnership. The General Partner may, in its reasonable discretion, make or revoke the election referred to in Section 754 of the Code.
Tax Matters Partner; Tax Elections. The Person named in Section 1.04 as "Tax Matters Partner" is hereby designated as the tax matters partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code. All elections permitted to be made by the Partnership under the Code shall be made by the Tax Matters Partner. Without limiting the generality of the foregoing, the Tax Matters Partner is authorized to make an election on behalf of the Partnership under Section 754 of the Code. On or before February 28 of each year or as soon as practicable thereafter (but prior to the expiration of any extension for filing of tax returns), the Tax Matters Partner shall cause to be prepared and distributed to the Partners the Partnership's federal and state tax returns. Failure of any Partner to object to the tax return within thirty (30) days after receipt of its K-1 Schedule (or any substitute or additional form hereafter required by the Code or Treasury Regulations) shall be deemed to be approval of such tax return as filed.
Tax Matters Partner; Tax Elections. (a) The DTCC Member shall serve as the initial “tax matters partner” (as such term is defined in section 6231(a)(7) of the Code and any similar provision of state and local income tax Law, the “Tax Matters Partner”) of the Company, provided that the Tax Matters Partner, in its capacity as the “tax matters partner” will not (i) agree to extend the statute of limitation regarding any tax matter or (ii) agree to jurisdiction of any court other than the U.S. Tax Court to adjudicate the Company’s tax matters without the prior written consent of other Founding Member. Each Member hereby consents to such designation and agrees that, upon the request of the Tax Matters Partner, such Member 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.
Tax Matters Partner; Tax Elections. The Manager is designated as the "Tax Matters Partner" for this Fund and shall be empowered to make or revoke any elections now or hereafter required or permitted to be made by the Code or any state or local tax law. Each Investor, by subscribing for Units, agrees not to treat any tax item on such Investor's individual tax return in a manner inconsistent with the treatment of such item by this Fund, as reflected on the Schedule K-1 or other information statement furnished by this Fund to such Investor, or to file any claim for refund relating to any such Tax Item which would result in such inconsistent treatment.
Tax Matters Partner; Tax Elections. The Managing Member is hereby designated to act as the “tax matters partner” for the Company under Section 6231(a)(7) of the Code (the “Tax Matters Partner”). All costs and expenses incurred by the Tax Matters Partner in connection with an audit of a Company income tax return shall be borne by the Company. Subject to Section 4.8(b) or as otherwise expressly provided herein, the Managing Member may make any elections for the Company allowed under the Code, or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company; provided that the Managing Member shall not, and shall not cause the Company, without the prior written approval of Members holding in the aggregate more than 90% of the Units to, (i) make any tax election or take any action that would result in the failure of the Company to be taxable as a partnership for U.S. federal income tax purposes, or take any position inconsistent with treating the Company as a partnership for U.S. federal income tax purposes or (ii) make any tax election to dissolve the Company, except pursuant to a Sale or otherwise as expressly permitted herein. Notwithstanding the foregoing, the Company shall make or maintain a valid election pursuant to Section 754 of the Code and the Managing Member shall not cause the Company to request permission from the Internal Revenue Service to revoke such election.
Tax Matters Partner; Tax Elections. (a) The Company hereby elects to have a “tax matters partner” as provided under Code Section 6231(a)(7)(B) (the “Tax Matters Partner”). The Tax Matters Partner must be a Member and, subject to the provisions of Sections 8.3(d) and 8.3(e) below, DCP Member is hereby designated as the Tax Matters Partner. For the avoidance of doubt, except for the making of the elections described in Sections 8.3(b)(i), 8.3(b)(ii), 8.3(b)(iii) and 8.3(c), the Tax Matters Partner shall not (1) take any action without the approval of the Tax Committee or (2) fail to take any action that it is directed to take by the Tax Committee.
