Common use of Tax Matters Partner; Tax Elections Clause in Contracts

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. TFI TFI, as one of the managing members of the Fund, shall perform all duties imposed on a general partner by Sections 6221 through 6233 of the IRC as "tax matters partnerTax Matters Partner" of the PartnershipFund, including, but not limited to, the following: (i) the power to conduct all audits and other administrative proceedings with respect to Partnership Fund tax items; (ii) the power to extend the statute of limitations for all Partners Investors with respect to Partnership Fund tax items; (iii) the power to file a petition with an appropriate federal court for review of a final Partnership Fund 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 Investors having less than a 1% interest in the profits of the Partnership Fund unless a Limited Partner an Investor notifies the Internal Revenue Service and TFI that TFI may not act on such Limited PartnerInvestor's behalf. The Managing General Partners Management Committee may cause the Partnership Fund to make all elections required or permitted to be made by the Partnership Fund under the IRC and not otherwise expressly provided for in this Agreement, in the manner that the Managing General Partners believe Management Committee believes 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.without