Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner. (a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination. (b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court. (c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects. (d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner. (e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 12 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11), Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 7 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Tax Matters Partner. A. The General Partner is hereby designated as the “tax matters partner” of the Partnership, as such term is defined in Section 6231 of the TEFRA Rules with respect to all taxable years to which the TEFRA Rules apply (the “Tax Matters Partner”). The Tax Matters Partner shall receive no compensation for its services. All third-party costs and expenses incurred by the Partners hereby agree that Tax Matters Partner 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 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the Tax Matters Partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the General Partner agrees to consult with such Limited Partner with respect to the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the filing of such returns shall be in the "sole and absolute discretion of the General Partner.
B. The Tax Matters Partner" Partner is authorized, but not required:
(1) to enter into any settlement with the 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 may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and in connection Regulations) files a statement with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, IRS providing that the Tax Matters Partner shall inform not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2));
(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 for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner, 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 Claims Court, 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 that a copy at any time and, if any part of all correspondence shall be provided such request is not allowed by the IRS, to the Limited Partner.
file an appropriate pleading (apetition or complaint) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information for judicial review with respect to such request;
(5) to enter into an agreement with the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent IRS to the extension of extend the period of limitation with respect for assessing any tax that is attributable to all Partnersany item required to be taken into account by a Partner for tax purposes, or an item affected by such item; filing of a request for administrative adjustment and
(6) to take any other action on behalf of the Partnership; filing Partners 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 in connection with any other Partner such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination and the provisions relating to federal income tax matters, then indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Partner shall obtain the Consent in its capacity as such. The provisions of the Special Limited Partner this Section 10.3 are not applicable to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) any taxable years subject to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respectsPartnership Audit Rules.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Aimco Properties L.P.), Limited Partnership Agreement (Aimco OP L.P.), Limited Partnership Agreement (Apartment Income REIT Corp.)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination audit of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise audit of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 5 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination “tax matters partner” of the Partnership for federal income tax returns of purposes. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance borne by the Internal Revenue Service of Partnership in addition to any settlement offer; consent reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the extension of Partnership from engaging an accounting firm to assist the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of tax matters partner in discharging its duties hereunder, so long as the Partnership; filing compensation paid by the Tax Matters Partner or any other Partner of any petition Partnership for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationsuch services is reasonable.
(b) If The tax matters partner is authorized, but not required:
(i) to enter into any settlement with the Tax Matters Partner shall determine IRS with respect to litigate any administrative determination relating or judicial proceedings for the adjustment of Partnership items required to federal be taken into account by a Partner for income tax matterspurposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), then and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners;
(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 adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Matters Partner shall obtain Court or the Consent United States Claims Court, or the filing of a complaint for refund with the District Court of the Special Limited Partner to litigate such matter United States for the district in such court.which the Partnership’s principal place of business is located;
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1iii) to the Limited intervene in any action brought by any other Partner for judicial review of a final adjustment;
(to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2iv) to all 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners in other respects.
(d) connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The Partners consent taking of any action and agree that the incurring of any expense by the tax matters partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification of the General Partner withdraws from set forth in Section 7.07 hereof shall be fully applicable to the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Ready Capital Corp), Limited Partnership Agreement (ZAIS Financial Corp.), Agreement and Plan of Merger (ZAIS Financial Corp.)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be is hereby designated the "Tax Matters Partner" pursuant as that term is defined in section 6231(a)(7) of the Code.
(b) The Tax Matters Partner shall use its best efforts to comply with the responsibilities outlined in sections 6222 through 6232 of the Code and in connection with any review or examination doing so shall incur no liability to the other Partners. Notwithstanding the Tax Matters Partner's obligation to use its best efforts in the fulfillment of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwiseits responsibilities, the Tax Matters Partner shall inform not be required to incur any expenses for the IRS that preparation for or pursuance of administrative or judicial proceedings unless the Partners agree on a copy of all correspondence shall be provided to the Limited Partnermethod for sharing such expenses.
(ac) The No Partner shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Partnership taxable year without first notifying the other Partners. If the other Partners agree with the requested adjustment, then the Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to file the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by Partner. If unanimous consent is not obtained within thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Partner, including the Tax Matters Partner, may file a request for administrative adjustment on its own behalf.
(d) Any Partner intending to file a petition under sections 6226, 6228, or other section of the Code with respect to any item or other matter involving the Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner or any is the Partner intending to file such petition on behalf of the Partnership, such notice shall be given within a reasonable period of time to allow the other Partner Partners to participate in the choosing of any the forum in which such petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) will be filed. If the Tax Matters Partner Partners do not agree on the appropriate forum, then the appropriate forum shall determine to litigate any administrative determination relating to federal income tax mattersbe decided by vote of a majority in interest of the Partners. If such a majority cannot agree, then the Tax Matters Partner shall obtain choose the Consent forum. If any Partner intends to seek review of any court decision rendered as a result of a proceeding instituted under the Special Limited Partner to litigate preceding provisions of this Section 4.4(d), then such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of notify the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all Partners of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerintended action.
(e) Nothing herein The provisions of this Section 4.4 shall be construed as a waiver by survive the Limited Partner termination of the Partnership or the termination of any Partners's interest in the Partnership and shall remain binding on the Partners for a period of its rights under Chapter 631 time necessary to resolve with the IRS or the United States Treasury Department the income taxation of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Capital Senior Living Corp), Limited Partnership Agreement (Capital Senior Living Corp), Limited Partnership Agreement (Capital Senior Living Corp)
Tax Matters Partner. All the Partners hereby agree that Xxxxx X. Xxxxxxxx is the designated General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination audit of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise audit of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 3 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Tax Matters Partner. All The General Partner is hereby designated as the Partners hereby agree that 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 be consult in good faith with the "Tax Matters Partner" pursuant to Limited Partner Representatives regarding the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time filing of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(aCode Section 6227(b) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information administrative adjustment request with respect to the following: closing conference with an examining agent; proposed adjustmentsPartnership or a Property before filing such request, rights of appealit being understood, and requirements for filing a protest; time and place however, that the provisions hereof shall not be construed to limit the ability of any appeals conferencePartner, including the General Partner, to file an administrative adjustment request on its own behalf pursuant to Section 6227(a) of the Code; acceptance by (iii) the General Partner shall consult in good faith with the Limited Partner Representatives 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 Partner Representatives 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 settlement offer; consent to request from the extension Internal Revenue Service for waiver of the period any applicable statute of limitation limitations with respect to all Partners; the filing of a request any tax return by the Partnership; and (v) the General Partner shall promptly notify the Limited Partner Representatives if the General Partner does not intend to file for administrative adjustment judicial review with respect to the Partnership. The General Partner, in acting on behalf of the Partnership as tax matters partner of a Property Partnership; filing by , shall afford the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal Limited Partners the same rights with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income Property Partnership tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act matters as a fiduciary (1) afforded to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respectsunder this Section 5.7.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (General Growth Properties, Inc.), Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.), Second Amended and Restated Agreement of Limited Partnership (New GGP, Inc.)
Tax Matters Partner. All the Partners hereby agree that the General Partner 6.2.1 A Member shall be the designated as "Tax Matters Partner" pursuant (as defined in section 6231 of the Code), to represent Palace (at Palace's expense) in connection with all examinations of Palace's affairs by tax authorities, including resulting judicial and administrative proceedings, and to expend Palace funds for professional services and costs associated therewith. In his capacity as "Tax Matters Partner", the designated Person shall oversee Palace tax affairs in the overall best interests of Palace. Xxxxxx Xxx is hereby designated as the initial Tax Matters Partner.
6.2.2 The Tax Matters Partner shall take no action in such capacity without the authorization or consent of the other Members, other than such action as the Tax Matters Partner may be required to take by law. The Tax Matters Partner shall use his best efforts to comply with the responsibilities outlined in sections 6222 through 6232 of the Code and in connection with any review or examination doing so shall incur no liability to the other Members. Notwithstanding the Tax Matters Partner's obligation to use its best efforts in the fulfillment of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwiseits responsibilities, the Tax Matters Partner shall inform not be required to incur any expenses for the IRS that preparation for or pursuance of administrative or judicial proceedings unless the Members agree on a copy of all correspondence shall be provided to the Limited Partnermethod for sharing such expenses.
(a) 6.2.3 The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of not enter into any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation limitations for making assessments on behalf of the other Members without first obtaining the written consent of the other Members.
6.2.4 No Member shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Palace taxable year without first notifying the other Members. If the other Members agree with respect to all Partners; filing of a the requested adjustment, then the Tax Matters Partner shall file the request for administrative adjustment on behalf of the Partnership; filing by Member. If unanimous consent is not obtained within thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Partner, may file a request for administrative adjustment on its own behalf.
6.2.5 Any Member intending to file a petition under sections 6226, 6228 or other section of the Code with respect to any item or other matter involving Palace shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner or any is the Member intending to file such petition on behalf of Palace, such notice shall be given within a reasonable period of time to allow the other Partner Members to participate in the choosing of any the forum in which such petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) will be filed. If the Tax Matters Partner Members do not agree on the appropriate forum, then the appropriate forum shall determine to litigate any administrative determination relating to federal income tax mattersbe decided by Vote of the Members. If the Members cannot so agree, then the Tax Matters Partner shall obtain choose the Consent forum. If any Member intends to seek review of any court decision rendered as a result of a proceeding instituted under the Special Limited Partner to litigate preceding provisions of SECTION 6.3-5, then such matter in Member shall notify the other Members of such courtintended action.
(c) In discharging its duties and responsibilities, the 6.2.6 The Tax Matters Partner shall act as not bind any Member to a fiduciary settlement agreement without obtaining the written concurrence of such Member. For purposes of SECTION 6.3.6, the term "settlement agreement" shall include a settlement agreement at either an administrative or judicial level. Any Member who enters into a settlement agreement with respect to any Palace item (1within the meaning of section 6231(a)(3) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner ) shall not enter into any notify the other Members of such settlement agreement purporting and its terms within ninety (90) calendar days from the date of settlement.
6.2.7 The provisions of SECTION 6.3 shall survive the termination of Palace or the termination of any Member's Interest in Palace and shall remain binding on the Members for a period of time necessary to bind resolve with the Limited Partner without IRS or the Limited Partner's consentUnited States Department of the Treasury any and all matters regarding the federal income taxation of Palace.
Appears in 2 contracts
Samples: Operating Agreement (Casino Resource Corp), Operating Agreement (Casino Resource Corp)
Tax Matters Partner. All the Partners hereby agree that the a. The General Partner shall be is hereby designated as the Tax Matters Partner of the Partnership, as provided in regulations pursuant to Section 6231 of the Code (the "Tax Matters Partner" pursuant "). Each Partner, by the execution of this Agreement, consents to such designation of the Code Tax Matters Partner and agrees to 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.
b. The duties of the Tax Matters Partner may include the following:
(1) To the extent and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwisemanner provided by applicable law and regulations, the Tax Matters Partner shall inform furnish the IRS that a copy name, address, profits, interest and taxpayer identification number of all correspondence shall be provided each Partner to the Limited PartnerSecretary of the Treasury or his delegate (the "Secretary").
(a2) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice To the extent and information with respect to in the following: closing conference with an examining agent; proposed adjustments, rights of appeal, manner provided by applicable law and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilitiesregulations, the Tax Matters Partner shall act keep each Partner informed of the administrative and judicial proceedings for the adjustment at the Partnership level of any item required to be taken into account by a Partner for income tax purposes (such administrative proceeding being referred to hereinafter as a fiduciary "Tax Audit" and such judicial proceeding being referred to hereinafter as "Judicial Review").
(3) If the Tax Matters Partner, on behalf of the Partnership, receives a notice with respect to the Partnership tax audit from the Secretary, the Tax Matters Partner shall, within 30 days of receiving such notice, forward a copy of such notice to the Partners who hold or held an interest (through their Interests) in the profits or losses of the Partnership for the Partnership taxable year to which the notice relates.
c. The Tax Matters Partner is hereby authorized, but not required:
(1) To enter into any settlement agreement with the Internal Revenue Service or the Secretary with respect to any Tax Audit or Judicial Review, in which agreement the Limited Tax Matters Partner (to the exclusion of may expressly state that such agreement shall bind the other Partners, except that such agreement shall not bind any Partner who (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) insofar as files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner;
(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 for tax matters related purposes (a "Final Adjustment") is mailed to the Tax Credits are concernedMatters Partner, and to seek Judicial Review of such Final Adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership's principal place of business is located, or the Court of Claims;
(23) 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 Secretary at any time and, if any part of such request is not allowed by the Secretary, to all file a petition for Judicial Review with respect to such request;
(5) To enter into an agreement with the Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(6) To take any other action on behalf of the Partners in other respects.
(d) The Partners consent and agree that or the Partnership in connection with any audit, review, examination, administrative or otherwise of judicial tax proceeding to the Partnership, extent permitted by applicable laws or if regulations.
d. The Partnership shall indemnify and reimburse the Tax Matters Partner withdraws from for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any Tax Audit or Judicial Review with respect to the Partnership tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made of Cash Available for Distribution or any discretionary reserves are set aside by the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters General Partner. Neither the General Partner, any Affiliate, nor any other person or entity shall have any obligation to provide funds for such purpose. The Limited Partner will make no claim against the Partnership in respect taking of any action or omission and the incurring of any expense by the Tax Matters Partner during in connection with any such time as proceeding, except to the Special Limited Partner acts as extent required by law, is a matter in the sole discretion of the Tax Matters Partner.
(e) Nothing herein , and the provisions on limitations of liability of General Partner and indemnification set forth in this Agreement shall be construed fully applicable to the Tax Matters Partner in its capacity as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentsuch.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Thrucomm Inc), Limited Partnership Agreement (Thrucomm Inc)
Tax Matters Partner. All the Partners hereby agree that the General Partner (a) Hanweck shall initially be the "“tax matters partner” of the Company as defined in Section 6231 of the Code and shall act in any similar capacity unde r applicable state, local or foreign law (in such capacity, the “ Tax Matters Partner" ”). If necessary to have Subchapter C of Chapter 63 of the Code apply to the Company, the Company shall make an election pursuant to Section 6231(a)(1)(B)(ii) of the Code.
(b) Each Member shall be considered to have retained such rights (and obligations, if any) as are provided for under the Code or any other applicable law with respect to any examination, proposed adjustment or proceeding relating to Company tax items (includi ng its rights under Section 6224(c) of the Code and its right to notice of any proposed tax settlements in any court case involving the Company). The Tax Matters Partner agrees that it shall not bind the Members to any tax settlement without the unanimous approval of all the Members. The Tax Matters Partner shall notify the other Members, within 30 calendar days after it receives notice from the United States Internal Revenue Service (“ IRS”), of any administrative proceeding with respect to an examination of, or proposed adjustment to, any Company tax items. The Tax Matters Partner shall provide the other Members with notice of its intention to extend the statute of limitations or file a tax claim in any court at least ten calendar days before taking such action and shall not extend such statute of limitations or file such tax claim without the unanimous approval of all the Members. In the event that the other Members notify the Tax Matters Partner of their intention to represent themselves, or to obtain independent counsel and other advisors to represent them, in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, such examination, proceeding or otherwiseproposed adjustment, the Tax Matters Partner agrees to supply the other Members and their counsel and other advisors, as the case may be, with copies of all written communications received by the Tax Matters Partner with respect thereto, together with such other information as they may reasonably request in connection therewith. The Tax Matters Partner further agrees, in that event, to cooperate with the other Members and their counsel and other advisors, as the case may be, in connection with their separate representation, to the extent reasonably practicable and at the sole cost and expense of such other Members. In addition to the foregoing, the Tax Matters Partner shall inform notify the IRS that a copy of all correspondence shall be provided other Members prior to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of submitting a request for administrative adjustment on behalf of the PartnershipCompany and shall not submit such request without the unanimous approval of all the Members. Nothing contained in this Section 6.16 shall affect the authority of the Board provided for in Section 10.6 as to tax matters; filing any action by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal shall be consistent with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent direction of the Special Limited Partner Board pursuant to litigate such matter in such courtits authority thereunder.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Tax Matters Partner. All the Partners hereby agree that the General Partner NKFFM shall be the "“tax matters partner” (the “Tax Matters Partner" ”) of the Company pursuant to the Code and in connection with any review or examination Section 6231(a)(7) of the federal income Code. The Tax Matters Partner shall not resign as the “tax returns matters partner” unless, on the effective date of such resignation, the Company has designated another Member as Tax Matters Partner and such Member has given its consent in writing to its appointment as Tax Matters Partner. The Tax Matters Partner shall receive no additional compensation from the Company for its services in that capacity, but all expenses reasonably incurred by the Tax Matters Partner in such capacity shall be borne by the Company. The Tax Matters Partner is authorized to employ such accountants, attorneys and agents as it determines is necessary to or useful in the performance of its duties, subject to the reasonable approval of a Supermajority of the PartnershipMembers. At the time of a review, examination, or otherwiseIn addition, the Tax Matters Partner shall inform the IRS that serve in a copy of all correspondence shall be similar capacity with respect to any similar tax related or other election provided to the Limited Partner.
(a) by state or local laws. The Tax Matters Partner shall furnish provide a copy of any notice of tax audits or cause to be furnished to each Partner notice and information with respect other tax proceedings pertaining to the following: closing conference Company, to the other Members, promptly upon receipt thereof. The Tax Matters Partner shall use its or his best efforts to comply with an examining agent; proposed adjustments, rights the responsibilities outlined in this Article X and in Sections 6222 through 6231 of appeal, the Code and requirements for filing a protest; time and place the Tax Regulations promulgated thereunder. The Tax Matters Partner shall give prompt notice to the Members upon receipt of any appeals conference; acceptance by advice that the Internal Revenue Service of intends to examine Company income tax returns for any settlement offer; consent to years, and the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by Members shall furnish the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If such information as the Tax Matters Partner shall determine may reasonably require to litigate any administrative determination relating permit it or him to federal income tax matters, then provide the Tax Matters Partner shall obtain the Consent of the Special Limited Partner Internal Revenue Service with sufficient information to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) allow proper notice to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners parties in other respects.
(d) The Partners consent and agree that in connection accordance with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 Section 6223 of the Code. The General Tax Matters Partner shall not enter into any a settlement agreement purporting to (or, otherwise, bind the Limited Partner Members, or any one or more of them) without obtaining the Limited Partner's consentprior written approval of a Supermajority of the Members. If any Member enters into a settlement agreement with the Secretary of the Treasury with respect to any Company items, as defined by section 6231(a)(3) of the Code, it shall notify the others of such settlement agreement and its terms within thirty (30) days from the date of settlement. The provisions of this Article X shall survive the termination of the Company or the termination of any party’s interest in the Company and shall remain binding on the Members for a period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matter regarding the Federal income taxation of the Company and each of the Members with respect to Company matters.
Appears in 2 contracts
Samples: Operating Agreement (Mack Cali Realty L P), Operating Agreement (Mack Cali Realty Corp)
Tax Matters Partner. All (a) ETP will act as the Partners hereby agree that “tax matters partner” of the General Partner shall be Company pursuant to Section 6231(a)(7) of the "Code (the “Tax Matters Partner" pursuant ”). The Tax Matters Partner shall take such action as may be necessary to cause to the Code and extent possible each Member to become a “notice partner” within the meaning of Section 6223 of the Code. The Tax Matters Partner shall inform each Member of all significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each Member copies of all significant written communications it may receive in that capacity.
(b) The Tax Matters Partner shall take no action without the authorization of the Board, other than such action as may be required by Applicable Law. Any cost or expense incurred by the Tax Matters Partner in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.
(c) The Tax Matters Partner shall not enter into any review or examination extension of the federal income tax returns period of limitations for making assessments on behalf of the PartnershipMembers without first obtaining the consent of the Board. At The Tax Matters Partner shall not bind any Member to a settlement agreement without obtaining the time consent of such Member. Any Member that enters into a review, examination, or otherwisesettlement agreement with respect to any Company item (as described in Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement.
(d) No Member shall file a request pursuant to Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Board consents to the requested adjustment, the Tax Matters Partner shall inform file the IRS that a copy of all correspondence shall be provided to request for the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period of limitation with respect required to all Partners; filing of timely file the request for administrative adjustment, if shorter, any Member may file a request for administrative adjustment on behalf its own behalf. Any Member intending to file a petition under Sections 6226, 6228 or other Section of the Partnership; filing by Code with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner or any other Partner of any is intending to file such petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent on behalf of the Special Limited Partner Company, such notice shall be given within a reasonable period of time to litigate such matter allow the Members to participate in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion choosing of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners forum in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner which such petition will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerbe filed.
(e) Nothing herein shall be construed as If any Member intends to file a waiver by the Limited Partner notice of any of its rights inconsistent treatment under Chapter 631 Section 6222(b) of the Code. The General Partner , such Member shall not enter into any settlement agreement purporting give reasonable notice under the circumstances to bind the Limited Partner without other Members of such intent and the Limited Partner's consentmanner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sunoco Logistics Partners L.P.), Exchange and Redemption Agreement (Energy Transfer Partners, L.P.)
Tax Matters Partner. All the Partners hereby agree that the General The Tax Matters Partner shall be the "Member so designated in accordance with Sections 6221-33 of the Code and related Treasury Regulations and such Member shall assume the responsibilities assigned to tax matters partners therein. American Crystal shall be the Tax Matters Partner until such time as Members owning at least a majority of the Voting Interests may designate a successor Tax Matters Partner" pursuant to . If on advice of counsel the Code and Tax Matters Partner determines that it is in connection with any review or examination the best interest of the federal income tax returns Members that the final results of any administrative proceeding be appealed by the Partnership. At the time institution of a review, examination, or otherwiselegal proceedings, the Tax Matters Partner shall inform is hereby authorized to commence such legal proceedings in such forum as the IRS Tax Matters Partner, on advice of counsel, determines to be appropriate. In the event the Tax Matters Partner selects a forum for appeal in which the Members are required to deposit a proportionate share of any disputed tax before making such appeal, the Tax Matters Partner must obtain the approval of Members owning at least a majority of the Voting Interests. If such approval is obtained, each of the Members will be required to deposit and pay such Member’s proportionate share of such disputed tax before participating in such appeal. The Members acknowledge that such deposit under current law does not earn interest and that the failure to so deposit may preclude a copy Member from pursuing any other sort of all correspondence shall be provided to the Limited Partner.
(a) appeal by court action. The Tax Matters Partner shall furnish or cause not be liable to be furnished to each Partner notice and information any other Member for any action taken with respect to any such administrative proceedings or appeal so long as the following: closing conference with an examining agent; proposed adjustments, rights Tax Matters Partner is not grossly negligent or guilty of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing willful misconduct. Any costs paid or incurred by the Tax Matters Partner or in connection with its activities in such capacity shall be reimbursed by the Company. Each Member acknowledges that any other Partner cost a Member may incur in connection with an audit of any petition for judicial review; filing such Member’s income tax return, including an audit of any appeal with respect to any judicial determinationsuch Member’s investment in this Company, is such Member’s sole responsibility and obligation; and a final judicial redetermination.
(b) If neither the Company, the Board of Governors, the Managers nor the Tax Matters Partner shall determine be liable to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, Member for reimbursement or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect sharing of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnercosts.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Member Control Agreement (Golden Growers Cooperative), Member Control Agreement (American Crystal Sugar Co /Mn/)
Tax Matters Partner. All (a) The General Partner shall be designated the “tax matters partner” pursuant to Code Section 6231(a)(7) for Partnership Years beginning before January 1, 2018 and the “partnership representative” pursuant to Code Section 6223 for Partnership Years beginning after December 31, 2017 (collectively, the “Tax Matters Partner”) with respect to operations conducted by the Partnership pursuant to this Agreement. The Tax Matters Partner is authorized to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any U.S. federal, state or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. The Tax Matters Partner shall at the expense of the Partnership furnish the Partners hereby agree that with status reports regarding any negotiation between the IRS (or any relevant state or local taxing authority) and the Partnership. As the Tax Matters Partner, the General Partner may cause the Partnership to make all elections required or permitted to be made by the Partnership under the Code or any state or local tax law (except as otherwise provided herein) including, if the Partnership is eligible, the election out of the partnership audit rules for partnerships with 100 or fewer partners, as provided in Code Section 6221(b), and the election under Code Section 6226, in each case applicable to Partnership Years beginning after December 31, 2017. In exercising its responsibilities as Tax Matters Partner, the General Partner shall be the "Tax Matters Partner" pursuant have final decision making authority with respect to the Code all federal, state, local, and in connection with any review or examination of the federal income foreign tax returns of matters involving the Partnership. At Any expenses incurred by the time Tax Matters Partner in carrying out its responsibilities and duties under this Agreement shall be allocated to and charged to the Partnership as an expense of a review, examination, or otherwise, the Partnership for which the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partnerreimbursed.
(ab) Each Partner shall give prompt notice to the Tax Matters Partner of any and all notices it receives from the IRS or any relevant state or local taxing authority concerning the Partnership and its federal, state or local income tax return. If any administrative proceeding contemplated under Code Section 6223 has begun, the Partners shall, upon request by the Tax Matters Partner, notify the Tax Matters Partner of their treatment of any Partnership item on their U.S. federal income tax return, if applicable, which is or may be inconsistent with the treatment of that item on the Partnership’s return. Any Partner who enters into a settlement agreement with the IRS with respect to Partnership items shall notify the General Partner of such settlement agreement and its terms within 30 days after the date of such settlement.
(c) The Tax Matters Partner shall furnish use its commercially reasonable efforts to minimize the financial burden of any adjustment of an item of Partnership income, gain, loss, deduction or cause to be furnished credit, or the allocation of all or a portion of any such item among the Partners (each such item or allocation thereof, a “Partnership Item”) to each Partner notice and information with respect former Partner that held an Interest in the Partnership during a reviewed Partnership Year, through the application of the procedures established pursuant to Code Section 6225(c), or through an election and the following: closing conference with an examining agent; proposed adjustmentsfurnishing of statements pursuant to Code Section 6226, rights in each case as applicable to Partnership Years beginning after December 31, 2017, provided that the Tax Matters Partner shall not make such election or furnish such statements if the Tax Matters Partner reasonably determines that doing so would preclude the contest of appealany adjustment of a Partnership Item that the Tax Matters Partner intends to pursue.
(d) Each Partner and former Partner agrees to indemnify and hold harmless the Partnership and the General Partner from and against any liability for any “imputed underpayment” as defined in Code Section 6225 (including any interest and penalties) imposed on the Partnership and attributable to such Partner’s allocable share of any adjustment to any item of Partnership income, gain, loss, deduction or credit, or the allocation of all or a portion of any such item among the Partners, in any Partnership Year in which such Partner or former Partner was a partner in the Partnership, as determined by the General Partner in its discretion.
(e) The obligations of this Section 10.3 shall survive the Transfer of a Partnership Unit, the withdrawal of any Limited Partner, and requirements for filing a protest; time the termination of the Partnership and place this Agreement.
(f) The taking of any appeals conference; acceptance by action and the Internal Revenue Service incurring of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing expense by the Tax Matters Partner or in connection with any other Partner such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination and the provisions relating to federal income tax matters, then indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Safety, Income & Growth, Inc.), First Amended and Restated Agreement of Limited Partnership (Safety, Income & Growth, Inc.)
Tax Matters Partner. All (a) The Board shall select Sun Pipe Line to act as the Partners hereby agree that "tax matters partner" of the General Partner shall be Company pursuant to Section 6231(a)(7) of the Code (the "Tax --- Matters Partner" pursuant "). The Tax Matters Partner shall take such action as may be --------------- necessary to cause to the Code and extent possible each Member to become a "notice partner" within the meaning of Section 6223 of the Code. The Tax Matters Partner shall inform each Member of all significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each Member copies of all significant written communications it may receive in that capacity.
(b) The Tax Matters Partner shall take no action without the authorization of the Board, other than such action as may be required by Applicable Law. Any cost or expense incurred by the Tax Matters Partner in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.
(c) The Tax Matters Partner shall not enter into any review or examination extension of the federal income tax returns period of limitations for making assessments on behalf of the PartnershipMembers without first obtaining the consent of the Board. At The Tax Matters Partner shall not bind any Member to a settlement agreement without obtaining the time consent of such Member. Any Member that enters into a review, examination, or otherwisesettlement agreement with respect to any Company item (as described in Section 6231(a)(3) of the Code) shall notify the other Members of such settlement agreement and its terms within 90 Days from the date of the settlement.
(d) No Member shall file a request pursuant to Section 6227 of the Code for an administrative adjustment of Company items for any taxable year without first notifying the other Members. If the Board consents to the requested adjustment, the Tax Matters Partner shall inform file the IRS that a copy of all correspondence shall be provided to request for the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension administrative adjustment on behalf of the Members. If such consent is not obtained within 30 Days from such notice, or within the period of limitation with respect required to all Partners; filing of timely file the request for administrative adjustment, if shorter, any Member may file a request for administrative adjustment on behalf its own behalf. Any Member intending to file a petition under Sections 6226, 6228 or other Section of the Partnership; filing by Code with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner or any other Partner of any is intending to file such petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent on behalf of the Special Limited Partner Company, such notice shall be given within a reasonable period of time to litigate such matter allow the Members to participate in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion choosing of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners forum in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner which such petition will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerbe filed.
(e) Nothing herein shall be construed as If any Member intends to file a waiver by the Limited Partner notice of any of its rights inconsistent treatment under Chapter 631 Section 6222(b) of the Code. The General Partner , such Member shall not enter into any settlement agreement purporting give reasonable notice under the circumstances to bind the Limited Partner without other Members of such intent and the Limited Partnermanner in which the Member's consentintended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sunoco Logistics Partners Lp), Limited Liability Company Agreement (Sunoco Partners Marketing & Terminals Lp)
Tax Matters Partner. All (a) BAM is hereby appointed and shall serve as the Partners hereby agree that tax matters partner of the General Partner shall be Company (the "Tax Matters Partner" pursuant to ") within the Code and in connection with any review or examination meaning of IRC ss. 6231(a)(7) for so long as it is not the federal income tax returns of the Partnership. At the time subject of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided bankruptcy event as defined in Section 9.2 and otherwise is entitled to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against may file a designation of itself as such with the Partnership in respect Internal Revenue Service. The Tax Matters Partner shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other communication received from the IRS or applicable state authority, (ii) keep such Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute the other Member a "notice partner" within the meaning of Section 6231(a)(8) of the Code, provided that the other Member provides the Tax Matters Partner with the information that is necessary to take such action; and
(b) The Company shall not be obligated to pay any fees or omission other compensation to the Tax Matters Partner in its capacity as such. However, the Company shall reimburse the expenses (including reasonable attorneys' and other professional fees) incurred by the Tax Matters Partner during in such time capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Member and the cost of any resulting audits or adjustments of a Member's tax return shall be borne solely by the affected Member; and
(c) The Company shall indemnify and hold harmless the Tax Matters Partner from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the Special Limited Partner acts scope of such Member's responsibilities as Tax Matters Partner, so long as such act or decision was not the result of gross negligence, fraud, bad faith or willful misconduct by the Tax Matters Partner.
(e) Nothing herein . The Tax Matters Partner shall be construed entitled to rely on the advice of legal counsel as a waiver by to the Limited Partner of any nature and scope of its rights under Chapter 631 responsibilities and authority as Tax Matters Partner, and any act or omission of the Code. The General Tax Matters Partner pursuant to such advice shall not enter into in no event subject the Tax Matters Partner to liability to the Company or any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentMember.
Appears in 2 contracts
Samples: Operating Agreement (Crown Castle International Corp), Operating Agreement (Bell Atlantic Corp)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Xxxx Atlantic Designated Partner is hereby appointed and shall serve as the tax matters partner of the Company (the “Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to Partner”) within the following: closing conference with an examining agent; proposed adjustments, rights meaning of appeal, and requirements IRC Section 6231(a)(7) for filing a protest; time and place of any appeals conference; acceptance by so long as it is not the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing subject of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect bankruptcy event as defined in Section 9.2 and otherwise is entitled to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against may file a designation of itself as such with the Partnership in respect Internal Revenue Service. The Tax Matters Partner shall (i) furnish to each Partner affected by an audit of the Company income tax returns a copy of each notice or other communication received from the IRS or applicable state authority, (ii) keep such Partner informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Partner an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute such Partner a “notice partner” within the meaning of Section 6231(a)(8) of the Code, provided that such Partner provides the Tax Matters Partner with the information that is necessary to take such action.
(b) The Company shall not be obligated to pay any fees or omission other compensation to the Tax Matters Partner in its capacity as such. However, the Company shall reimburse the expenses (including reasonable attorneys’ and other professional fees) incurred by the Tax Matters Partner during in such time capacity. Each Partner who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Partner and the cost of any resulting audits or adjustments of a Partner’s tax return shall be borne solely by the affected Partner.
(c) The Company shall to the fullest extent permitted by law indemnify and hold harmless the Tax Matters Partner from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the Special Limited Partner acts scope of such Partner’s responsibilities as Tax Matters Partner, so long as such act or decision was not the result of gross negligence, fraud, bad faith, reckless disregard or willful misconduct by the Tax Matters Partner.
(e) Nothing herein . The Tax Matters Partner shall be construed entitled to rely on the advice of legal counsel as a waiver by to the Limited Partner of any nature and scope of its rights under Chapter 631 responsibilities and authority as Tax Matters Partner, and any act or omission of the Code. The General Tax Matters Partner pursuant to such advice shall not enter into in no event subject the Tax Matters Partner to liability to the Company or any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Partnership Agreement, Partnership Agreement (Verizon Wireless Capital LLC)
Tax Matters Partner. All (a) The General Partner shall be designated the Partners hereby agree tax matters partner of ASAC (“TMP”) within the meaning of Section 6231(a)(7) of the Code. Each Limited Partner that is not a “notice partner” within the meaning of Section 6231(a)(8) of the Code agrees that, to the extent permitted by law, (i) any action taken by the TMP in connection with any administrative or judicial proceeding in relation to taxes with respect to the income of ASAC will be binding upon such Limited Partner, (ii) such Limited Partner will not act independently in connection with any administrative or judicial proceeding in relation to taxes with respect to the income of ASAC and shall execute any necessary documents (such as a power of attorney) to permit the TMP to fully control such proceeding, (iii) such Limited Partner will not treat any ASAC item of income, gain, loss, deduction or credit on any tax return in a manner that is inconsistent with the treatment of such ASAC item on a tax return filed by ASAC or in any documentation provided to the Limited Partners, and (iv) for the avoidance of doubt, such Limited Partner will not otherwise knowingly take a tax position inconsistent with that of ASAC with respect to ASAC’s income, gain, loss or deduction, tax status, transactions or activities. Upon the request of any Limited Partner, the General Partner shall be the "Tax Matters Partner" pursuant take such actions as are necessary to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters cause such Limited Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner a “notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationpartner” as defined above.
(b) If Subject to Section 6.7(b), ASAC shall indemnify and reimburse the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax mattersTMP for (i) all expenses, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties including legal and responsibilitiesaccounting fees, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concernedclaims, liabilities, losses and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that damages incurred in connection with any audit, review, examination, administrative or otherwise judicial proceeding with respect to the tax liability of the PartnershipPartners or in connection with any audit of ASAC’s income tax returns, except to the extent such expenses, fees, claims, liabilities, losses and damages are attributable to the gross negligence or if willful misconduct of the Tax Matters Partner withdraws from the Partnership TMP and (ii) any taxes imposed on ASAC or the Tax Matters General Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action ASAC’s activities (other than income taxes payable in respect of income or omission by gain properly allocated to the Tax Matters Partner during General Partner). The payment of all such time as expenses to which the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein indemnification applies shall be construed as a waiver by made before any distributions pursuant to Section 5.2. Neither the Limited Partner of General Partner, nor any of its rights under Chapter 631 Affiliates, nor any other Partner shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the TMP in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Code. The TMP and the provisions on limitations of liability of the General Partner and indemnification set forth in Section 6.7 of this Agreement shall not enter into any settlement agreement purporting be fully applicable to bind the Limited Partner without the Limited Partner's consentTMP in its capacity as such.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Asac Ii Lp), Limited Partnership Agreement (Asac Ii Lp)
Tax Matters Partner. All (a) Discovery is hereby designated as the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" Partner of the Company, as provided in Treasury Regulations pursuant to Section 6231 of the Code and in connection with any review or examination analogous provisions of state law. Each Member, by the execution of this Agreement, consents to such designation of the federal income tax returns of Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the Partnership. At appropriate public offices such documents as may be necessary or appropriate to evidence such consent.
(b) To the time of a review, examination, or otherwiseextent and in the manner provided by applicable law and Treasury Regulations, the Tax Matters Partner shall inform furnish the IRS that a copy name, address, profits interest and taxpayer identification number of all correspondence shall be provided each Member and any Transferee to the Limited PartnerSecretary of the Treasury or his delegate (the “Treasury Secretary”).
(ac) The Tax Matters Partner shall furnish or cause notify each Member of any audit that is brought to be furnished the attention of the Tax Matters Partner by notice from the Internal Revenue Service, and shall forward to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place Member copies of any appeals conference; acceptance written notices, correspondence, reports or other documents received by the Tax Matters Partner in connection with such audit within 10 Business Days following its notification by the Internal Revenue Service or its receipt, as the case may be. The Tax Matters Partner shall provide the Members with reasonable advance notice of administrative proceedings with the Internal Revenue Service, including any settlement offer; consent closing conference with the examiner and any appeals conference.
(d) The Tax Matters Partner shall give the Members written notice of its intent to the extension of the period of limitation with respect to all Partners; filing of initiate judicial review, file a request for administrative adjustment on behalf of the PartnershipCompany, extend the period of limitations for making assessments of any tax against a Member with respect to any Company item, or enter into any agreement with the Internal Revenue Service that would result in the settlement of any alleged tax deficiency or other tax matter, or to any adjustment of taxable income or loss or any item included therein, affecting the Company or any Member. The Tax Matters Partner shall not take any such action under this Section 11.03(d) if the other Member elects within 30 Business Days after its receipt of the Tax Matters Partner’s notice to require that the Tax Matters Partner refrain from taking such action.
(e) Subject to the foregoing provisions of this Section 11.03, the Tax Matters Partner is hereby authorized, but not required:
(1) to enter into any settlement with the Internal Revenue Service or the Treasury Secretary with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind either Member that (within the time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Treasury Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Member;
(2) if a notice of a final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “Final Adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the U.S. Tax Court, the U.S. District Court for the district in which the Company’s principal place of business is located, or elsewhere as allowed by law, or the U.S. Claims Court;
(3) to intervene in any action brought by any other Member for judicial review of a Final Adjustment;
(4) to file a request for an administrative adjustment with the Treasury Secretary at any time and, if any part of such request is not allowed by the Treasury Secretary, to file a petition for judicial review with respect to such request;
(5) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item; filing and
(6) to take any other action on behalf of the Members (with respect to the Company) or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or Treasury Regulations.
(f) The Company shall indemnify and reimburse the Tax Matters Partner for all reasonable expenses (including reasonable legal and accounting fees) incurred pursuant to this Section 11.03 in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such reasonable expenses shall be made before any distributions are made to the Members. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent provided herein or any other Partner required by law, is a matter in the sole discretion of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner and the provisions on limitations of liability of Covered Persons and indemnification set forth in Article 10 shall determine be fully applicable to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, Discovery in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts capacity as the Tax Matters Partner.
(eg) Nothing herein Any Member that receives a notice of an administrative proceeding under Code Section 6233 relating to the Company shall be construed as a waiver by promptly notify the Limited Tax Matters Partner of the treatment of any Company item on such Member’s federal income tax return that is or may be inconsistent with the treatment of that item on the Company’s return.
(h) Any Member that enters into a settlement agreement with the Treasury Secretary with respect to any Company item in accordance with this Agreement shall notify the Tax Matters Partner of such agreement and its rights under Chapter 631 terms within 30 days after its date, and the Tax Matters Partner shall notify the other Members of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentwithin 30 days of such notification.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Hasbro Inc), Limited Liability Company Agreement (Hasbro Inc)
Tax Matters Partner. All the Partners hereby agree that the General (a) The Managing Partner shall be serve as the "tax matters partner (the “Tax Matters Partner" pursuant to ”) within the Code and meaning of Section 6231 of the Code. The Tax Matters Partner shall represent the Venture on behalf of the Partners in connection with all administrative and judicial proceedings with respect to Venture affairs involving or resulting from examinations by any review and all federal, state or examination of other tax authorities (including, but not limited to, examinations by the federal income tax returns of the Partnership. At the time of a reviewInternal Revenue Service), examinationand may expend Venture funds for reasonable professional services and costs in connection therewith as it deems advisable and necessary; provided, however, that, except as otherwise provided in this Agreement or otherwiseby law, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided does not assume any obligations or responsibilities with respect to the Limited foregoing. The Venture and the Partners hereby severally agree to indemnify and hold harmless the Tax Matters Partner from and against any Loss resulting from its acting or failing to take any action in its capacity as the Tax Matters Partner, provided that any such action or failure to act was not fraudulent, in bad faith, a result of wanton or willful misconduct or gross negligence by such Partner.
(ab) Each Partner shall furnish the Tax Matters Partner with such information (including information specified in Section 6230(e) of the Code) as the Tax Matters Partner may reasonably request to permit the Tax Matters Partner to provide the Internal Revenue Service with sufficient information to allow proper notice to the Partners in accordance with Section 6223 of the Code. The Tax Matters Partner shall keep each Partner informed of those administrative and judicial proceedings for the adjustment of the Venture level of Venture items required by Section 6223(g) of the Code and the Regulations thereunder, and such other matters as the Tax Matters Partner, in its sole discretion, deems appropriate.
(c) Each Partner shall give notice to the Tax Matters Partner in the event its treatment of any Venture item on its federal income tax return is inconsistent with the treatment of the item on any return filed by or in any records of the Venture within thirty (30) days of the date such Partner’s return is filed.
(d) The Tax Matters Partner shall furnish direct and oversee all proceedings, disputes and other similar matters between the Venture and the Internal Revenue Service. Any Partner who intends to file a petition under Section 6226, 6228 or cause to be furnished to each Partner notice and information other sections of the Code with respect to any Venture item, or other tax matters involving the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent Venture shall give reasonable notice to the extension each of the period Partners of limitation with respect to all Partners; filing such intention and the nature of a request for administrative adjustment the contemplated proceedings. In the case where the Tax Matters Partner, on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect Venture, intends to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate file such matter in such court.
(c) In discharging its duties and responsibilitiespetition, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may becomePartner, in its sole discretion, shall choose the forum in which such petition will be filed. If any Partner desires to seek review of any court decision rendered as a special general partnerresult of a proceeding instituted under this paragraph (d), such Partner shall so notify each of the Partners, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by shall request the Tax Matters Partner during such time as the Special Limited Partner acts as the to so act. The Tax Matters PartnerPartner may, in its sole discretion, choose to pursue or forego settlement, review, litigation or any other proceedings in connection with any such proceeding, dispute or other similar matter with the Internal Revenue Service.
(e) Nothing herein The Tax Matters Partner shall have no authority to bind any other Partner to a settlement agreement regarding any proceeding dispute or other matter by and between the Venture and the Internal Revenue Service without the written concurrence of any such Partner who would be construed as a waiver bound by the Limited such agreement unless any such settlement agreement results in liability to any such Partner of any of its rights under Chapter 631 of less than one hundred thousand dollars ($100,000) in which event the Code. The General Tax Matters Partner shall not enter into any settlement agreement purporting have the authority to bind the Limited any other Partner without the Limited written concurrence of any such Partner's consent.
Appears in 2 contracts
Samples: Joint Venture Agreement (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the Partnership for federal income tax returns purposes. The General Partner will timely notify the IRS as required of its designation as Tax Matters Partner. Pursuant to Section 6230 of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership. At , the time tax matters partner shall furnish the IRS with the name, address and profits interest of a revieweach of the Limited Partners and the Assignees; provided, examinationhowever, or otherwisethat such information is provided to the Partnership by the Limited Partners and the Assignees.
(b) Except as required by applicable Law, the Tax Matters Partner shall inform not take any positions for federal income tax purposes contrary to the intended federal income tax treatment of transactions, allocations, and distributions described in, or made pursuant to, this Agreement. To the extent not inconsistent with the foregoing provisions, the Tax Matters Partner is authorized, but not required:
(i) to enter into any settlement with the 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, 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 of for refund with the District Court of the United States for the district in which the Partnership's principal place of business is located;
(ii) in the event that a copy notice of all correspondence 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, 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 District Court of the United States for the district in which the Partnership's principal place of business is located;
(iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment;
(iv) to file a request or 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by Law. The taking of any action and the incurring of any expense by the 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 Partner and the provisions relating to indemnification of the General Partner set forth in Section 7.6 hereof shall be provided fully applicable to the Limited PartnerTax Matters Partner in its capacity as such.
(ac) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice receive no compensation for its services. All third party costs and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing expenses incurred by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging performing its duties as such (including legal and responsibilities, the Tax Matters Partner accounting fees and expenses) shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of be borne by the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or a law firm to assist the Tax Matters Partner in discharging its duties hereunder, so long as a waiver the compensation paid by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership for such services is reasonable.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Walden Residential Properties Inc), Limited Partnership Agreement (Walden Residential Properties Inc)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner which consent shall not be unreasonably withheld to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13), Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Tax Matters Partner. All A. CV GP (or, if, for Federal income tax purposes, CV GP's General Partner Interest is treated as an asset of some other Person, such other Person) shall serve as the Partners hereby agree that "tax matters partner" of the Partnership for Federal income tax purposes for any taxable year of the Partnership for which it is eligible to serve as such (regardless of whether CV GP is at the time of serving as such the General Partner). The General Partner from time to time shall serve as the tax matters partner for any other taxable year of the Partnership (regardless of whether the General Partner was a partner in the Partnership at any time during such year). All Partners and Assignees shall, at the request of a tax matters partner described in the preceding sentence, take such actions as are necessary, appropriate, or convenient to effect the designation of such tax matters partner pursuant to section 301.6231(a)(7)-1 of the Regulations. Pursuant to Section 6230(e) of the Code, 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, that such information is provided to the tax matters partner by the Limited Partners and the Assignees.
B. The tax matters partner is authorized, but not required:
(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 "Tax Matters Partner" settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) 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 (ii) who is a "notice partner" (as defined in section 6231(a)(8) of the Code) or a member of a "notice group" (as defined in section 6223(b)(2) of the Code);
(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 for tax purposes (a "final adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, 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;
(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 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;
(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
(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 examination regulations. The taking of any action and the incurring of any expense by the 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 federal income tax returns matters partner and the provisions relating to indemnification of the PartnershipGeneral Partner set forth in Section 7.6 shall also be fully applicable to the tax matters partner in its capacity as such. At Notwithstanding the time foregoing provisions of a reviewthis Section 10.3B, examinationno tax matters partner described in the second sentence of Section 10.3A may, without the prior written consent of the Company (which may be withheld in the Company's sole discretion), bind the Company, any of its Affiliates, or otherwiseany qualified REIT subsidiary, partnership, limited liability company, or other Entity through which the Company or any of its Affiliates was a partner in the Partnership to any settlement agreement under section 6224 of the Code, file a petition for readjustment of partnership items in any court other than the Tax Matters Partner shall inform Court, or extend the IRS that a copy period for assessing tax under section 6229 of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information Code with respect to the following: closing conference with an examining agent; proposed adjustmentsCompany, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 Affiliates, or any qualified REIT subsidiary, partnership, limited liability company, or other Entity through which the Company or any of its Affiliates was a partner in the Partnership. The tax matters partner shall comply with the responsibilities imposed on it by section 301.6223(g)-1T of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentRegulations.
Appears in 2 contracts
Samples: Merger Agreement (Kranzco Realty Trust), Merger Agreement (Cv Reit Inc)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) . The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(ba) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(cb) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(dc) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(ed) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 63 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13), Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Tax Matters Partner. All (a) Isis will be (and is hereby designated as) the Partners hereby agree that the General Partner shall be the "Company’s “Tax Matters Partner" pursuant to ” in accordance with section 6231(a)(7) of the Code and in connection will have all powers conferred on a “Tax Matters Partner” thereunder and all other powers necessary to perform thereunder, including the right to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with any review or examination respect to Company matters and the right to file for extensions for the Company’s tax returns and statements pursuant to applicable federal and state tax regulations. The Tax Matters Partner will provide such information to the Members as is required by the Code and Treasury Regulations, which information will include informing each Member of administrative and judicial proceedings for the federal adjustment of Company items required to be taken into account by a Member for income tax returns of purposes.
(b) Notwithstanding anything in this Section 7.7 to the Partnership. At the time of a review, examination, or otherwisecontrary, the Tax Matters Partner shall inform will not enter into an agreement with the IRS that a copy Internal Revenue Service or any other taxing authority to extend the period for assessment of all correspondence shall be provided to the Limited Partner.
(a) any federal, state or local income, franchise or unincorporated business tax of any Member. The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information will not settle with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service or any other taxing authority to disallow items of the Company’s deductions or increase the Company’s income unless the Managing Board will have agreed thereto. Each Member reserves all rights under applicable law, including the right to retain independent counsel of its choice at its expense (which counsel will receive the full cooperation of the Tax Matters Partner and will be entitled to prior review of all submissions by the Company in respect of any settlement offer; consent to dispute with the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing relevant taxing authority).
(c) Reasonable expenses incurred by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise the performance of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the duties as Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect , including third-party expenses of any action or omission such administrative proceeding described in this Section 7.7 and undertaken by the Tax Matters Partner during will be paid out of (or reimbursed from) assets of the Company. The cost of participation in any such time as proceeding by a Member and the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall cost of any audit or adjustment to a Member’s tax return will be construed as a waiver borne by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentaffected Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Isis Pharmaceuticals Inc), Limited Liability Company Agreement (Alnylam Pharmaceuticals, Inc.)
Tax Matters Partner. All the Partners hereby agree that the (i) The General Partner shall be the "Tax Matters “tax matters partner” of the Partnership for federal income tax purposes.
(ii) Pursuant to Section 6230(e) of the Code, 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 Special General Partner and the Limited Partners and the Assignees; provided, that such information is provided to the Partnership by the Special General Partner" , the Limited Partners and the Assignees.
(iii) The tax matters partner 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 may expressly state that such agreement shall bind all Partners, except that 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 Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);
(B) 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, 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 or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided proceeding to the Limited Partner.
(a) extent permitted by applicable law or regulations. The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place taking of any appeals conference; acceptance action and the incurring of any expense by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification of the General Partner withdraws from set forth in Section 7.6 of this Agreement shall be fully applicable to the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(ei) The tax matters partner shall receive no compensation for its services.
(ii) All third party costs and expenses incurred by the tax matters partner 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 in discharging its duties hereunder, so long as a waiver the compensation paid by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership for such services is reasonable.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Lightstone Value Plus Real Estate Investment Trust, Inc.), Agreement of Limited Partnership (Lightstone Value Plus Real Estate Investment Trust, Inc.)
Tax Matters Partner. All the Partners Each Partner does hereby agree that appoint and designate the General Partner shall be the as "Tax Matters Partner" pursuant of the Partnership as such term is defined in Section 6231(a)(7) of the Code but shall otherwise be considered to have retained such rights (and obligations, if any) as are provided for under the Code with respect to any examination, proposed adjustment or proceeding relating to Partnership items. The General Partner shall notify the Limited Partner, (i) within ten (10) business days after it receives notices from the Internal Revenue Service (or any foreign tax authority), of all administrative proceedings with respect to an examination of, or proposed adjustments to, Partnership items and (ii) within ten (10) business days after it receives notices from any state or local tax authority, of any material matter with respect to the Partnership. The General Partner shall take such action as may be reasonably necessary to constitute the Limited Partner a "notice partner" as that term is defined in Section 6231 of the Code and shall keep the Limited Partner fully informed as to any tax audits of the Partnership, including promptly providing the Limited Partner with copies of any correspondence from any taxing authority and permitting the Limited Partner to participate in any conferences or meetings with any taxing authority and in any subsequent administrative or judicial proceedings. The Limited Partner may notify the Tax Matters Partner of such Partner's intention to represent itself, or to cause independent tax counsel or accountants to represent it, in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, such examination, proceeding or otherwiseproposed adjustment. The General Partner agrees to supply the Limited Partner and its tax counsel or accountants, as the case may be, with copies of all written communications received by the General Partner with respect to any examination, proceeding or proposed adjustment, together with such other information as may be reasonably requested in connection herewith. The General Partner further agrees, in the event the Limited Partner notifies the Tax Matters Partner shall inform of its intention to represent itself, or to cause independent tax counsel or accountants to represent it in connection with any such examination, proceeding or adjustment, to cooperate with the IRS that a copy of all correspondence shall be provided Limited Partner and its tax counsel or accountants, as the case may be, in connection with such separate representation, to the Limited Partner.
(a) The Tax Matters extent reasonably practicable. In addition to the foregoing, the General Partner shall furnish or cause notify the Limited Partner prior to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of submitting a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall TMP will keep the Partners informed of all administrative and judicial proceedings, and furnish or cause to be furnished to each Partner who so requests in writing a copy of each notice and information with respect to or other communication received by the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by TMP from the Internal Revenue Service of (except any settlement offer; consent notices or communications sent directly to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationrequesting Partner).
(b) If The Partnership will indemnify the Tax Matters Partner shall determine TMP against all judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) reasonably incurred by the TMP in any civil, criminal or investigative proceeding in which the TMP is involved or threatened to litigate any administrative determination relating be involved by reason of being the TMP, provided that the TMP acted in good faith, within what the TMP reasonably believed to federal income tax matters, then be the Tax Matters Partner shall obtain scope of his or her authority and for a purpose that the Consent TMP reasonably believed to be in the best interests of the Special Limited Partnership and the Partners. The TMP will not be indemnified under this provision against any liability to the Partnership or any Partner to litigate which the TMP would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of obligations as the TMP. This indemnification is not deemed exclusive of any other rights to which the TMP may be entitled, including such matter in such courtrights under any law or regulation, contract or other agreement.
(c) In discharging its duties and responsibilitiesThe TMP may resign by giving 30 days’ written notice to each Partner. On the resignation, death, legal incompetence, or bankruptcy of the Tax Matters Partner shall act person serving as the TMP, a fiduciary (1) successor to serve in that position will be chosen by a Majority Vote of the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) Expenses incurred by the TMP constitute Partnership expenses and will be paid by the Partnership. The Partners consent fees and agree that in connection with any auditexpenses of tax counsel employed by the TMP to represent the Partnership constitute Partnership expenses and will be borne by the Partnership. NetREIT, reviewInc., examinationa Maryland Corporation No. of Units: __________ 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxx, or otherwise XX 00000-0000 LGI Delaware, LLC No. of Units: __________ Attn: Xxx Xxxxxxxxx, Manager 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 IN CONSIDERATION of the Partnershipmutual covenants and agreements herein contained, or if and other good and valuable consideration, the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankruptsufficiency and receipt of which is hereby acknowledged, then the Special Limited Partner may become, in its sole discretionNetREIT National City Partners LP, a special general partnerCalifornia limited partnership (“OWNER”) and CHG Properties, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time Inc., a California corporation (“MANAGER”), agree as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.follows:
Appears in 1 contract
Tax Matters Partner. All (a) The “Tax Matters Partner” of the Partnership for purposes of Section 6231(a)(7) of the Code shall be Regency HIG so long as its Ultimate Parent is Regency Energy Partners hereby agree that the General Partner LP, and otherwise shall be the "Partner selected by the Management Committee for such purposes. The Tax Matters Partner" pursuant Partner shall take such action as may be necessary to cause any Partner so requesting to become a “notice partner” within the Code and meaning of Section 6231(a)(8) of the Code. The Tax Matters Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof on or before the fifth day after becoming aware thereof and, within that time, shall forward to each other Partner copies of all significant written communications it may receive in that capacity. Any cost or expense incurred by the Tax Matters Partner in connection with any review its duties, including the preparation for or examination pursuance of administrative or judicial proceedings, shall be paid by the Partnership.
(b) Without first obtaining the approval of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwiseManagement Committee, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information not, with respect to the followingPartnership tax matters: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing (i) enter into a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal agreement with respect to any judicial determination; and tax matter which purports to bind Partners, (ii) intervene in any action pursuant to Code Section 6226(b)(5), (iii) enter into an agreement extending the period of limitations for making assessments on behalf of Partners, or (v) file a final judicial redetermination.
(bpetition pursuant to Code Section 6226(a) or 6228. If the Tax Matters Partner shall determine to litigate an audit of any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilitiesPartnership’s tax returns shall occur, the Tax Matters Partner shall act not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Partner as a fiduciary (1) compared to the Limited position taken on the Partnership’s tax returns without the prior written consent of each such affected Partner.
(c) No Partner shall file a request pursuant to Code Section 6227 for an administrative adjustment of Partnership items for any taxable year, or a petition under Code Sections 6226 or 6228 or other Code sections with respect to any item involving the Partnership, without first notifying other Partners. Any Partner that enters into a settlement agreement with respect to any Partnership item (to within the exclusion meaning of Code Section 6231(a)(3)) shall notify the other Partners of such settlement agreement and its terms within 90 days from the date of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respectssettlement.
(d) The If any Partner intends to file a notice of inconsistent treatment under Code Section 6222(b), such Partner shall give reasonable notice under the circumstances to the other Partners consent of such intent and agree the manner in which the Partner’s intended treatment of an item is (or may be) inconsistent with the treatment of that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission item by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerother Partners.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: General Partnership Agreement (Regency Energy Partners LP)
Tax Matters Partner. All (a) AGY is hereby appointed and shall serve ------------------- as the Partners hereby agree that tax matters partner of the General Partner shall be Company (the "Tax Matters Partner" pursuant to the Code and ") as defined ------------------- in connection with any review or examination Section 6231(a)(7) of the federal income tax returns of Code, for so long as it is not the Partnership. At the time subject of a review, examination, or otherwise, Bankruptcy and otherwise is entitled hereunder to act as the Tax Matters Partner shall inform Partner. If AGY is no longer entitled to act as Tax Matters Partner, then the IRS that a copy of all correspondence other Owner shall be provided to the Limited Partner.
(a) The automatically appointed Tax Matters Partner and thereafter shall furnish or cause to be furnished to each Partner notice and information with respect to serve for so long as it is not the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing subject of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect Bankruptcy and otherwise is entitled to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against shall (i) furnish to each Owner affected by an audit of Company income tax returns a copy of each notice or other communication received from the Partnership in respect IRS or applicable state authority, (ii) keep such Owner informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code and (iii) allow such Owner an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute each other Owner a "notice partner" within the meaning of Section 6231(a)(8) of the Code, provided that the other Owner provides the Tax Matters Partner with the information that is necessary to take such action.
(b) The Company shall not be obligated to pay any fees or omission other compensation to the Tax Matters Partner in its capacity as such. However, the Company shall reimburse the out-of-pocket expenses (including attorneys' and other professional fees) incurred by the Tax Matters Partner during in such time capacity. Each Owner that elects to participate in a tax proceeding of the Company shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to an Owner and the cost of any resulting audits or adjustments of an Owner's tax return shall be borne solely by the affected Owner.
(c) The Company shall indemnify and hold harmless the Tax Matters Partner from and against any loss, liability, damage, cost or expense (including attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the Special Limited Partner acts scope of such Owner's responsibilities as Tax Matters Partner, so long as such act or decision was not the result of gross negligence, fraud, bad faith or willful misconduct by the Tax Matters Partner.
(e) Nothing herein . The Tax Matters Partner shall be construed entitled to rely on the advice of outside legal counsel as a waiver by to the Limited Partner of any nature and scope of its rights under Chapter 631 responsibilities and authority as Tax Matters Partner, and any act or omission of the Code. The General Tax Matters Partner pursuant to such advice in no event shall not enter into subject the Tax Matters Partner to liability to the Company or any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentOwner.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Advanced Glassfiber Yarus LLC)
Tax Matters Partner. All the Partners (a) TSL is hereby agree that the General Partner shall be designated the "Tax Matters Partner" pursuant as that term is defined in section 6231(a)(7) of the Code.
(b) The Tax Matters Partner shall use its best efforts to comply with the responsibilities outlined in sections 6222 through 6232 of the Code and in connection doing so shall incur no liability to the other Partners. The Tax Matters Partner shall give written notice to each other Partner of all correspon dence and other communications with tax authorities, including the commencement of any review audit and the nature and amount of any audit adjustments, and shall not agree or examination settle the amount of any audit adjustment without the federal income tax returns prior written consent of each Limited Partner. Notwithstanding the Partnership. At Tax Matters Partner's obligation to use its best efforts in the time fulfillment of a review, examination, or otherwiseits responsibilities, the Tax Matters Partner shall inform not be required to incur any expenses for the IRS that preparation for or pursuance of administrative or judicial proceedings unless the Partners agree on a copy of all correspondence shall be provided to the Limited Partnermethod for sharing such expenses.
(ac) The No Partner shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Partnership taxable year without first notifying the other Partners. If the other Partners agree with the requested adjustment, then the Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to file the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by Partner. If unanimous consent is not obtained within thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Partner, including the Tax Matters Partner, may file a request for administrative adjustment on its own behalf.
(d) Any Partner intending to file a petition under sections 6226, 6228, or other section of the Code with respect to any item or other matter involving the Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner or any is the Partner intending to file such petition on behalf of the Partnership, such notice shall be given within a reasonable period of time to allow the other Partner Partners to participate in the choosing of any the forum in which such petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) will be filed. If the Tax Matters Partner Partners do not agree on the appropriate forum, then the appropriate forum shall determine to litigate any administrative determination relating to federal income tax mattersbe decided by vote of a majority in interest of the Partners. If such a majority cannot agree, then the Tax Matters Partner shall obtain choose the Consent forum. If any Partner intends to seek review of any court decision rendered as a result of a proceeding instituted under the Special Limited Partner to litigate preceding provisions of this SECTION 4.4(d), then such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of notify the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all Partners of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerintended action.
(e) Nothing herein The provisions of this SECTION 4.4 shall be construed as a waiver by survive the Limited Partner termination of the Partnership or the termination of any Partners's interest in the Partnership and shall remain binding on the Partners for a period of its rights under Chapter 631 time necessary to resolve with the IRS or the United States Treasury Department the income taxation of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Capital Senior Living Corp)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "Tax Matters Partner" “tax matters partner” of the Partnership for federal income tax purposes. 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 (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.
(b) The tax matters partner is authorized, but not required:
(i) to enter into any settlement with the 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 may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2));
(ii) 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, 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 Claims Court, 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;
(iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment;
(iv) 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners and the Partnership in connection with any tax audit or judicial review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided proceeding to the Limited Partner.
(a) extent permitted by applicable law or regulations. The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place taking of any appeals conference; acceptance action and the incurring of any expense by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification and liability of the General Partner withdraws from set forth in Section 7.07 hereof shall be fully applicable to the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Schottenstein Realty Trust, Inc.)
Tax Matters Partner. All the Partners hereby agree (a) Each Holder of Certificates acknowledges by its purchase of a Certificate that it understands and intends that the General Partner arrangement created hereunder is a partnership for income tax purposes and that it intends and expects to be treated as a partner thereof for such purposes. The provisions of this Agreement shall be interpreted and applied in a manner consistent with such intent. Each Holder of Certificates further acknowledges and agrees that a partnership is created hereunder solely for income tax purposes and that this Agreement does not create a partnership for any other purpose. No election to treat the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the Trust other than as a partnership for federal income tax returns of the Partnership. At the time of a review, examination, purposes or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence any relevant state tax purposes shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish made by or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing Trust, or by any Holder. Each Holder of a Class A Certificate and the Tax Matters Partner or any other Partner Holder of any petition the Class B Certificate, by acceptance of its Certificate, agrees that such Certificate evidences the ownership of an equity interest in the Trust (i.e., a partnership interest) for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationfederal income tax purposes.
(b) If The Holder of the Class B Certificate is hereby designated as the “Tax Matters Partner” for the Trust in accordance with Section 6231(a)(7) of the Code and, in connection therewith and in addition to all other powers given thereunder, shall have all the authority needed to fully perform the functions of Tax Matters Partner shall determine under the Trust including, without limitation, the power to litigate retain all attorneys and accountants of its choice and the right to enter into settlements (that are binding on the Holders of Class A Certificates and Holder of the Class B Certificate) with the IRS without the consent of any administrative determination relating Holders of Class A Certificates or the Holder of the Class B Certificate. The designation made in this Section 10.06 is hereby expressly consented to federal income tax matters, then by each Holder of Class A Certificates and the Holder of the Class B Certificate as an express condition to becoming a Holder of Class A Certificates or the Holder of the Class B Certificate. The Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may becomemay, in its sole and absolute discretion, a special general partnermake or refrain from making any election which the Trust may be permitted to make for any federal, and become state or local tax purposes, including without limitation an election under Section 754 of the Tax Matters PartnerCode to adjust the income tax basis of the Trust Assets upon the occurrence of certain events. In connection with its formation, the Trust shall obtain an employee identification number. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during and its accountants, are each authorized to obtain such time as number and each of the Special Limited Partner acts as foregoing is authorized to delegate such authority to its agents. Each Holder of the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver Class A Certificates and the Holder of the Class B Certificate by the Limited Partner of any acceptance of its rights under Chapter 631 Certificate of interest therein, is deemed to consent to the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentforegoing.
Appears in 1 contract
Tax Matters Partner. All Initially, the Partners hereby agree that the General Partner Manager shall be designated the "tax matters partner of the Company pursuant to section 6231(a)(7) of the Code. If the Manager is no longer a Member or resigns as the tax matters partner, the successor Manager shall designate one Member, which can be such new Manager, as the successor Tax Matters Partner" pursuant . Any Member designated as Tax Matters Partner shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of section 6223 of the Code. Any Member who is designated Tax Matters Partner may not take any action contemplated by sections 6224 through 6234 of the Code and in connection with any review or examination without the consent of the federal income other Members. The Tax Matters Partner shall keep the Members apprised of any tax returns of proceedings affecting the PartnershipCompany. At the time of a review, examination, or otherwiseIn addition, the Tax Matters Partner shall inform the IRS that provide a copy of all correspondence shall be provided the Company Tax Return 30 days prior to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect filing of such return to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, other Members. Subject to Sections 8.1 and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities8.2, the Tax Matters Partner shall act as a fiduciary (1) to have discretion regarding the Limited Partner (to elections or the exclusion filing of tax returns; provided, that in preparing the tax returns of the other Partners) insofar as tax matters related to the Tax Credits are concernedCompany, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws will make those tax elections (or refrain from making those elections), and will only take reporting positions, which are in the Partnership or overall best interests of the Members. In determining the overall best interests of the Members, the Tax Matters Partner becomes Bankruptwill assume that all Members are subject to tax at the highest combined marginal Federal, then state and local income tax rates applicable to an individual residing in the Special Limited locality of the Member or the Beneficiary with the highest effective tax rate. The Tax Matters Partner may become, shall comply with all provisions of the Agreement with respect to taxes in the performance of its sole discretion, a special general partner, and become the duties as Tax Matters Partner. The Limited Tax Matters Partner will make no claim against not be liable to any other Member for any act or omission associated with its role as Tax Matters Partner except to the Partnership in respect of extent that any action it takes or omission fails to take is in violation of this Agreement or constitutes gross negligence, fraud or a willful violation of law. Any reasonable cost or expense incurred by the Tax Matters Partner during such time as in connection with its duties, including the Special Limited Partner acts as preparation for or pursuance of administrative or judicial proceedings and the Tax Matters Partner.
(e) Nothing herein preparation of income tax returns, shall be construed as a waiver paid by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentCompany.
Appears in 1 contract
Samples: Operating Agreement (Sports Entertainment Enterprises Inc)
Tax Matters Partner. A. The General Partner is hereby designated as the “tax matters partner” of the Partnership, as such term is defined in Section 6231 of the TEFRA Rules with respect to all taxable years to which the TEFRA Rules apply (the “Tax Matters Partner”). The Tax Matters Partner shall receive no compensation for its services. All third- party costs and expenses incurred by the Partners hereby agree that Tax Matters Partner 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 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the Tax Matters Partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable. At the request of any Limited Partner, the General Partner agrees to consult with such Limited Partner with respect to the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns; provided, however, that the filing of such returns shall be in the "sole and absolute discretion of the General Partner.
B. The Tax Matters Partner" Partner is authorized, but not required:
(1) to enter into any settlement with the 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 may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and in connection Regulations) files a statement with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, IRS providing that the Tax Matters Partner shall inform not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Code Section 6231) or a member of a “notice group” (as defined in Code Section 6223(b)(2));
(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 for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner, 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 Claims Court, 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 that a copy at any time and, if any part of all correspondence shall be provided such request is not allowed by the IRS, to the Limited Partner.
file an appropriate pleading (apetition or complaint) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information for judicial review with respect to such request;
(5) to enter into an agreement with the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent IRS to the extension of extend the period of limitation with respect for assessing any tax that is attributable to all Partnersany item required to be taken into account by a Partner for tax purposes, or an item affected by such item; filing of a request for administrative adjustment and
(6) to take any other action on behalf of the Partnership; filing Partners 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 in connection with any other Partner such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination and the provisions relating to federal income tax matters, then indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the Tax Matters Partner shall obtain the Consent in its capacity as such. The provisions of the Special Limited Partner this Section 10.3 are not applicable to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) any taxable years subject to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respectsPartnership Audit Rules.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (Aimco Properties L.P.)
Tax Matters Partner. All the Partners hereby agree that the (a) The Managing General Partner shall not make any income tax elections affecting interest expenses or affecting the depreciation deductions with respect to the Contributed Assets or the Noncontributed Assets with respect to the Partnership shown on Schedule 2 or any other item that may affect the GE Capital Limited Partner, or extend the statute of limitations for assessment of tax deficiencies, unless it has received the prior written consent of the GE Capital Limited Partner (such consent not to be unreasonably withheld or delayed). The Managing General shall make any income tax election reasonably requested by the GE Capital Limited Partner, subject to applicable laws.
(b) The Managing General Partner shall cause to be prepared all tax returns and statements, if any, which must be filed on behalf of the Partnership with any taxing governmental authority. With respect to each fiscal year or portion thereof, the Managing General Partner shall submit a draft of the Federal information tax return of the Partnership (with accompanying schedules) for such fiscal year or portion thereof no later than 90 days prior to the required filing date (including extensions), to the GE Capital Limited Partner for its consent, and when consented to by the GE Capital Limited Partner, shall promptly and timely file the return. If the GE Capital Limited Partner disagrees with the proposed treatment of any Partnership item on a tax return of the Partnership, then the GE Capital Limited Partner shall give written notice to the Managing General Partner within 30 days of the receipt of the return. If, after good faith consultation, an agreement regarding the treatment of the item cannot be reached within 10 days after the Managing General Partner's receipt of such notice, the Partnership shall treat such item in the manner prescribed by the GE Capital Limited Partner, provided, that, if the Managing General Partner so requests in writing, the GE Capital Limited Partner shall provide a written opinion from independent tax counsel selected by the GE Capital Limited Partner (and reasonably acceptable to the Managing General Partner) to the effect that there is substantial authority for such treatment or to the effect that there is a reasonable basis for such treatment and that there is more support for such treatment than the treatment proposed by the Managing General Partner. Each of the GE Capital Limited Partner and the Managing General Partner hereby agrees to use its best efforts to resolve any disputes with respect to the Partnership under this Section prior to the required filing date therefor. On or before the required filing date (including extensions) of the Partnership information tax return, the Managing General Partner shall furnish to each Person who was a Partner at any time during such Fiscal Year (x) a Schedule K-1 or any similar form as may be required by the Code or the IRS and (y) such other information with respect to the Partnership as is reasonably necessary to fulfill such Partner's Federal, state, local and foreign tax obligations.
(c) The Managing General Partner is hereby designated as the "tax matters partner" for purposes of Section 6231(a)(7) of the Code (the "Tax Matters Partner" pursuant or "TMP") with respect to the Code and in connection with any review or examination of the federal income tax returns all taxable years of the Partnership. At Additionally, the time Tax Matters Partner covenants to notify the Limited Partners promptly as to the beginning of a reviewany audit or administrative or judicial proceedings with respect to Partnership tax matters and as to all material developments in such matters, examinationand to provide the Limited Partners with copies of all reports, notices and correspondence relating to such matters. In connection with any administrative or otherwisejudicial proceeding with respect to the Partnership, the Tax Matters Partner shall inform control the IRS contest relating to such adjustment; provided, however, that a copy of all correspondence shall be provided to the Limited Partner.
(ai) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If issue that may affect the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special GE Capital Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilitiesPartner, the Tax Matters Partner shall act as a fiduciary take no actions without the consent of the GE Capital Limited Partner, (1ii) to the GE Capital Limited Partner (to may at any time at its option and at the exclusion expense of the other Partners) insofar as tax matters related to the Tax Credits are concernedPartnership, assume control of all or any portion of such proceedings, and (2iii) with respect to all any issue that may affect TPC One or TPC Two, the Tax Matters Partner shall take no action without the consent of TPC One and TPC Two unless the Partners GE Capital Limited Partner has consented to such action. Each Partner agrees that, notwithstanding the rights afforded the Tax Matters Partner under the Code, it will not pursue any administrative adjustment with the Internal Revenue Service or judicial review of any such adjustment other than in other respectsthe manner detailed in this Section.
(d) The Partners consent and agree Managing General Partner shall not take any position for income tax reporting purposes that in connection is inconsistent with any auditof the assumptions in Section 6.7(f)(iii) or in paragraphs (a) or (h) (disregarding the assumption in paragraph (h) concerning the write-off of basis) of the Assumptions in Part 1 of Schedule 2, reviewexcept to the extent that (i) such assumption is inconsistent with a final determination pursuant to a contest conducted in accordance with Section 6.7(c) or (ii) if the General Partner requests, examinationdue to a change in law, resulting from a change to the Code, a change to the Regulations, a court case or a published revenue ruling, that affects such an assumption, a written opinion that there is a reasonable basis for taking a position for income tax reporting purposes consistent with such assumption, independent tax counsel, selected by the GE Capital Limited Partner, is unable to provide such opinion. In either such event, the Managing General Partner shall use reasonable efforts to report the matter so as to result in tax consequences as close as possible to the assumptions. No Partner shall take a position on its tax returns that is inconsistent with the positions taken on the Partnership tax returns with respect to such assumptions.
(e) The GE Capital Limited Partner's rights under this Section 6.7(a) through (d) apply only with respect to all taxable years that end on or before, or otherwise that include, the First GE Capital Flip Date and shall terminate on the earlier to occur of (i) the expiration of the statute of limitations with respect to all such years and (ii) the date the GE Capital Limited Partner ceases to be a Partner.
(i) For years beginning after the First GE Capital Flip Date, the Managing General Partner shall cause to be prepared all tax returns and statements, if any, which must be filed on behalf of the Partnership with any taxing governmental authority. With respect to each fiscal year or portion thereof the General Partner shall submit a draft of the Federal information tax return of the Partnership (with accompanying schedules) for such fiscal year or portion thereof no later than 90 days prior to the required filing date (including extensions), to the Other Limited Partners for their consent, and, when consented to by a Majority in Interest of the Other Limited Partners, shall promptly and timely file the return. If a Majority in Interest of the Other Limited Partners disagrees with the proposed treatment of any Partnership item on a tax return of the Partnership, then any Other Limited Partner may give written notice to such effect to the Managing General Partner within 30 days of the receipt of the return. If, after good faith consultation, an agreement regarding the treatment of the item cannot be reached within 10 days after the Managing General Partner's receipt of such notice, the Partnership shall treat such item in the manner prescribed by a Majority in Interest of the Other Limited Partners, provided that if the Managing General Partner so requests in writing to the Other Limited Partners, a written opinion from independent tax counsel selected by a Majority in Interest of the Other Limited Partners, and reasonably acceptable to the General Partner shall be provided to the Managing General Partner to the effect that (A) there exists substantial authority for such treatment and that there is a stronger basis for the treatment proposed by a Majority in Interest of the Other Limited Partners than that proposed by the Managing General Partner and (B) to the extent that the treatment proposed by the Managing General Partner is consistent with the tax assumptions set forth in (iii) below, there is no substantial authority for the treatment proposed by the Managing General Partner. If such opinion cannot be obtained, then the Partnership return shall be prepared in accordance with the treatment of such item prescribed by the Managing General Partner, provided that, if the Majority in Interest of the Other Limited Partners so requests, the Managing General Partner provides an opinion of the independent counsel selected by the Managing General Partner and reasonably acceptable to the Majority in Interest of the Other Limited Partners to the effect that there exists substantial authority for such treatment. If no such opinion can be obtained, then the item shall be reported in accordance with the manner prescribed by the Majority in Interest of the Other Limited Partners if the Managing General Partner shall have been provided with a written opinion of independent tax counsel selected by the Majority in Interest of the Other Limited Partners and reasonably satisfactory to the Managing General Partner to the effect that there is a reasonable basis for treating the item in such manner and that there is a stronger basis for the treatment proposed by the Majority in Interest of the Other Limited Partners than that proposed by the Managing General Partner. If no such opinion can be obtained, then the item shall be reported in accordance with the manner prescribed by the Managing General Partner. Each of the Limited Partners and the Managing General Partner hereby agrees to use its reasonable best efforts to resolve any disputes with respect to the Partnership under this Section prior to the required filing date therefor. On or if before the required filing date (including extensions) of the Partnership information tax return, the Managing General Partner shall furnish to such Person who was a Partner at any time during such Fiscal Year (x) a Schedule K-1 or any similar form as may be required by the Code or the IRS and (y) such other information with respect to the Partnership as is reasonably necessary to fulfill such Partner's Federal, state, local and foreign tax obligations.
(ii) In connection with any audit of the Partnership with respect to taxable years ending after the taxable year in which the First GE Capital Flip Date occurs, (A) for so long as such audit shall be conducted at the level of the Internal Revenue Service (rather than at the judicial level) the Tax Matters Partner withdraws from shall control the Partnership or contest relating to such adjustment; provided, however, that the Tomen Limited Partners and the GE Capital Limited Partner shall be permitted to participate in the contest if and to the extent that either so desires (subject to the control of such contest by the Tax Matters Partner), and provided further, that the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against shall not (W) select counsel or other tax advisors to represent the Partnership in respect connection with the contest without the consent of a Majority in Interest of Other Limited Partners (which consent shall not be unreasonably denied), (X) contest any action adjustment for a fiscal year, without the consent of a Majority in Interest of Other Limited Partners (which consent may not be unreasonably denied) where the amount of such adjustment shall be in excess of $250,000 or omission where the counsel selected by the Tax Matters Partner during pursuant to (A) (W) above shall have failed to opine that there is, at minimum, a reasonable basis for contesting the proposed adjustment, (Y) settle any such time contest without the consent of a Majority in Interest of the Other Limited Partners (which consent shall not be unreasonably denied), or (Z) enter into any extension of the period of limitations for making assessments with respect to the Partnership or any Partner without the consent of a Majority in Interest of the Other Limited Partners (which consent shall not be unreasonably denied); and (B) for so long as such audit shall be conducted at the Special judicial level, a Majority in Interest of the Other Limited Partner acts Partners shall control the contest relating to such adjustment, including choice of forum and the decision as to whether or not a judicial contest shall be undertaken (with the Tax Matters Partner, and each other Partner of the Partnership, following the instructions of the Majority in Interest of the Other Limited Partners); provided, however, that the Tax Matters Partner shall be permitted to participate in the judicial contest if and to the extent that it so desires (subject to the control of such contest by a Majority in Interest of the Other Limited Partners) and, provided further, that the Majority in Interest of the Other Limited Partners shall not (W) select counsel to represent the Partnership in connection with the contest without the consent of the Tax Matters Partner (which consent shall not be unreasonably denied), (X) decline to judicially contest any adjustment for a fiscal year without the consent of the Tax Matters Partner (which consent may not be unreasonably denied) if the counsel selected by the Majority in Interest of the Other Limited Partners pursuant to (B)(W) shall have opined that the basis in law and fact in favor of allowance of the item proposed to be adjusted outweighs the basis in law and fact to the contrary, (Y) settle any such contest without the consent of the Tax Matters Partner (which consent shall not be unreasonably denied), or (Z) appeal any matter to the Supreme Court of the United States. Both the Tax Matters Partners shall be entitled to rely on the advice of such legal and accounting firms as they may employ with respect to matters set forth in this Section and shall be reimbursed by the Partnership for any costs and expenses incurred in connection therewith. Each Partner agrees that, notwithstanding the rights afforded such Partner under the Code, it will not pursue any administrative adjustment with the Internal Revenue Service or judicial review of any such adjustment other than in the manner detailed in this Section. The rights of the Other Limited Partners under this Section 6.7(f)(ii) shall terminate on the earlier to occur of (A) the Second Tomen Flip Date, and (B) the date TPC One and TPC Two cease to be Partners.
(eiii) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The Managing General Partner shall not enter into take any settlement agreement purporting position for income tax reporting purposes that is inconsistent with any of the tax assumptions below or the assumptions in paragraphs (a) and (h) of the Assumptions in Part 1 of Schedule 2 (disregarding the assumption in paragraph (h) concerning the write-off of basis), except to bind the extent that (A) such assumption is inconsistent with a final determination pursuant to a contest conducted in accordance with Section 6.7(f)(ii) or (B) if the General Partner requests, due to a change in law, resulting from a change to the Code, a change to the Regulations, a court case or a published revenue ruling, that affects such an assumption, a written opinion that there is a reasonable basis for taking a position for income tax reporting purposes consistent with such assumption, independent tax counsel selected by a Majority in Interest of Other Limited Partners and reasonably satisfactory to the Managing General Partner without is unable to provide such opinion the assumptions described in this Section 6.7(f)(iii) are:
(A) Each of the Partners has made its Capital Contribution;
(B) Each of the Partners will be recognized as a Partner of the Partnership and treated as owning its interest in the Partnership as of the date hereof:
(C) The Project was placed in service for Federal income tax purposes on the date reasonably determined by the Managing General Partner and the GE Capital Limited Partner's consent.
(D) The Organization Expenses will be deducted ratably over a sixty-month period as provided in Sections 195 and 709 of the Code;
(E) The allocations set forth in this Agreement will be respected for Federal income tax purposes; and
(F) The Partnership constitutes a "partnership" under Section 7701(a)(2) of the Code.
Appears in 1 contract
Tax Matters Partner. All the Partners The Company and each Partner hereby agree that designate the General Partner shall be as the "“tax matters partner” for purposes of Section 6231(a)(7) of the Code (the “Tax Matters Partner" pursuant ”); provided that, if the designation of the General Partner as the Tax Matters Partner is deemed invalid for any reason, then the Partners agree to designate a substitute Tax Matters Partner from among the Code Partners and the Tax Matters Partner so designated shall automatically and irrevocably appoint the General Partner to act as its agent in carrying out all rights and duties of the Tax Matters Partner. In respect of an income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any review item of income, gain, loss, deduction or examination credit reflected on any tax return of the federal income tax returns of the Partnership. At the time of a review, examinationCompany, or otherwiseany administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (i) the Tax Matters Partner shall inform the IRS that a copy of all correspondence be authorized to act for, and its decision shall be provided final and binding upon, the Company and all Partners except to the Limited Partner.
(a) The Tax Matters extent a Partner shall furnish or cause properly elect to be furnished to each Partner notice and information with respect excluded from such proceeding pursuant to the following: closing conference with an examining agent; proposed adjustmentsCode, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to (ii) all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing expenses incurred by the Tax Matters Partner or any in connection therewith (including, without limitation, reasonable attorneys’, accountants’ and other experts’ fees and disbursements) shall be expenses of, and payable by, the Company, (iii) no Limited Partner shall have the right to (A) participate in the audit of any petition tax return of the Company, (B) file any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit (other than items which are not partnership items within the meaning of Section 6231(a)(4) of the Code or which cease to be partnership items under Section 6231(b) of the Code) reflected on any tax return of the Company, (C) participate in any administrative or judicial review; filing proceedings conducted by the Company or the Tax Matters Partner arising out of or in connection with any appeal such audit, amended return, claim for refund or denial of such claim, or (D) appeal, challenge or otherwise protest any adverse findings in any such audit conducted by the Company or the Tax Matters Partner or with respect to any judicial determination; and a final judicial redetermination.
(b) If such amended return or claim for refund filed by the Company or the Tax Matters Partner shall determine to litigate or in any such administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from judicial proceedings conducted by the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partnerPartner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by (iv) the Tax Matters Partner during shall keep the Limited Partners reasonably apprised of the status of any such time as proceeding. Notwithstanding the Special Limited previous sentence, if a petition for a readjustment to any partnership item included in a final partnership administrative adjustment is filed with a United States District Court or the United States Court of Claims and the United States Internal Revenue Service has elected to assess income tax against a Partner acts as with respect to that final partnership administrative adjustments (rather than suspending assessments until the Tax Matters Partner.
(e) Nothing herein District Court or Court of Claims proceedings become final), such Partner shall be construed as permitted to file a waiver by the Limited Partner claim for refund within such period of time to avoid application of any statute of its rights under Chapter 631 limitation provisions which would otherwise prevent the Partner from having any claim based on the final outcome of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentthat review.
Appears in 1 contract
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes. The General Partner will timely notify the IRS as required of its designation as Tax Matters Partner" pursuant . Pursuant to the Code and in connection with any review or examination Section 6230 of the federal income tax returns Code, upon receipt of notice from the IRS of the Partnership. At the time beginning of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information an administrative proceeding with respect to the following: closing conference Partnership, the tax matters partner shall furnish the IRS with an examining agentthe name, address and profits interest of each of the Limited Partners and the Assignees; proposed adjustmentsprovided, rights of appealhowever, and requirements for filing a protest; time and place of any appeals conference; acceptance that such information is provided to the Partnership by the Internal Revenue Service of any settlement offer; consent to Limited Partners and the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationAssignees.
(b) If Except as required by applicable law, the Tax Matters Partner tax matters partner shall determine to litigate not take any administrative determination relating to positions for federal income tax matterspurposes contrary to the intended federal income tax treatment of transactions, then allocations, and distributions described in, or made pursuant to, this Agreement. Upon the receipt of notice from the IRS of the beginning of an administrative proceeding, the tax matters partner shall (i) provide each Class B Limited Partner with prompt written notice describing the nature, scope, and taxable years to which such audit or controversy pertains and (ii) permit the Class B Group Tax Controversy Representative to participate in any proceedings related to such audit or controversy at the sole expense of the Class B Group. In the event that the tax matters partner determines to settle any particular tax issue and the Class B Group Tax Controversy Representative objects in writing to such settlement, the tax matters partner must first offer to the Class B Group Tax Controversy Representative the opportunity to continue to contest such tax audit or controversy at the sole expense of the Class B Group and the Class B Group shall reimburse the tax matters partner for its expenses (including legal and accounting fees and expenses) of participating in and monitoring the group's contest of such audit or controversy. The tax matters partner must approve any settlement of a controversy contested by the Class B Group, which approval shall not be unreasonably withheld. To the extent not inconsistent with the foregoing provisions, the tax matters partner is authorized, but not required:
(i) to enter into any settlement with the 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, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Matters Partner shall obtain Court or the Consent United States Claims Court, or the filing of a complaint of for refund with the District Court of the Special Limited United States for the district in which the Partnership's principal place of business is located;
(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 adjustment") is mailed to litigate the tax matters partner, 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 District Court of the United States for the district in which the Partnership's principal place of business is located;
(iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment;
(iv) to file a request or an administrative adjustment with the IRS at any time and it 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by law. The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in such courtthe sole and absolute discretion of the tax matters partner and 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) In discharging 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 (including legal and responsibilities, the Tax Matters Partner accounting fees and expenses) shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of be borne by the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm or a law firm to assist the tax matters partner in discharging its duties hereunder, so long as a waiver the compensation paid by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership for such services is reasonable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Walden Residential Properties Inc)
Tax Matters Partner. All (a) BAM is hereby appointed and shall serve as the Partners hereby agree that tax matters partner of the General Partner shall be Company (the "Tax Matters Partner" pursuant to ") within the Code and in connection with any review or examination meaning of IRC ss. 6231(a)(7) for so long as it is not the federal income tax returns of the Partnership. At the time subject of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided bankruptcy event as defined in Section 9.2 and otherwise is entitled to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against may file a designation of itself as such with the Partnership in respect Internal Revenue Service. The Tax Matters Partner shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other communication received from the IRS or applicable state authority, (ii) keep such Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute the other Member a "notice partner" within the meaning of Section 6231(a)(8) of the Code, provided that the other Member provides the Tax Matters Partner with the information that is necessary to take such action.
(b) The Company shall not be obligated to pay any fees or omission other compensation to the Tax Matters Partner in its capacity as such. However, the Company shall reimburse the expenses (including reasonable attorneys' and other professional fees) incurred by the Tax Matters Partner during in such time capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Member and the cost of any resulting audits or adjustments of a Member's tax return shall be borne solely by the affected Member.
(c) The Company shall indemnify and hold harmless the Tax Matters Partner from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the Special Limited Partner acts scope of such Member's responsibilities as Tax Matters Partner, so long as such act or decision was not the result of gross negligence, fraud, bad faith or willful misconduct by the Tax Matters Partner.
(e) Nothing herein . The Tax Matters Partner shall be construed entitled to rely on the advice of legal counsel as a waiver by to the Limited Partner of any nature and scope of its rights under Chapter 631 responsibilities and authority as Tax Matters Partner, and any act or omission of the Code. The General Tax Matters Partner pursuant to such advice shall not enter into in no event subject the Tax Matters Partner to liability to the Company or any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentMember.
Appears in 1 contract
Samples: Operating Agreement (Crown Castle International Corp)
Tax Matters Partner. All (a) The tax matters partner of the Partners hereby agree that Partnership pursuant to Code Section 6231(a)(7) shall be the General Partner shall be or such other eligible Partner designated from time to time by the "General Partner subject to replacement by the General Partner (any Partner who is designated as the tax matters partner is referred to herein as the “Tax Matters Partner" pursuant ”). The Tax Matters Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Tax Matters Partner and shall forward to each other Partner copies of all significant written communications it may receive in that capacity within five Business Days of receiving the same. The Tax Matters Partner shall take such commercially reasonable steps as necessary to ensure that each Partner qualifying as a “notice partner” within the meaning of Code and Section 6231(a)(8) is treated as such.
(b) The Tax Matters Partner shall take no action without the authorization of the General Partner, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Partner in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Partnership.
(c) The Tax Matters Partner shall not enter into any review or examination extension of the federal income tax returns period of limitations for making assessments on behalf of the PartnershipPartners without first obtaining the consent of the General Partner. At The Tax Matters Partner shall not bind any Partner to a settlement agreement without obtaining the time consent of such Partner. Any Partner that enters into a review, examination, or otherwisesettlement agreement with respect to any Partnership item (within the meaning of Code Section 6231(a)(3)) shall promptly notify the other Partners of such settlement agreement and its terms.
(d) No Partner shall file a request pursuant to Code Section 6227 for an administrative adjustment of Partnership items for any taxable year without first notifying GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP the other Partners and obtaining the consent of the General Partner. If the General Partner consents to the requested adjustment, the Tax Matters Partner shall inform file the IRS that a copy request for the administrative adjustment on behalf of all correspondence shall be provided the Partners. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the Limited request for administrative adjustment, if shorter, any Partner.
(a) The , including the Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustmentsPartner, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of may file a request for administrative adjustment on its own behalf. Any Partner intending to file a petition under Code Sections 6226 or 6228 (or another Code Section) with respect to any item involving the Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner is the Partner intending to file such petition on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner , such notice shall be given within a reasonable period of any petition for judicial review; filing of any appeal with respect time to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of allow the other Partners) insofar as tax matters related Partners to participate in selecting the Tax Credits are concerned, and (2) to all of the Partners forum in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner which such petition will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerbe filed.
(e) Nothing herein No Partner shall be construed as file a waiver by notice of inconsistent treatment under Code Section 6222(b) with respect to any Partnership items for any taxable year without first obtaining the Limited Partner consent of the General Partner.
(f) The provisions of this Section 10.4 shall survive the termination of any of its rights under Chapter 631 Partner’s interest in the Partnership and shall remain binding on the Partnership and the Partners for so long as necessary to resolve with the IRS any and all matters regarding the U.S. federal income taxation of the Code. Partners with respect to Partnership items (within the meaning of Code Section 6231(a)(3)).
(g) The General Partner may appoint and replace a Partnership Representative and authorize the Partnership Representative to take any and all actions determined by the General Partner and permissible under Code Section 6223 and Treasury Regulations thereunder; provided, that (i) the Partnership Representative shall provide each Partner with notice of the commencement of an audit or other tax proceeding that could adversely affect the Partner; (ii) each Partner shall be entitled to participate in (but not control) any examination or tax proceeding involving the Partnership (and attend, through its representative, any related hearings or conferences) that could adversely affect the Partner at the Partner’s own expense; and (iii) the Partnership Representative shall not file an administrative adjustment request or enter into any a settlement agreement purporting to bind the Limited with a taxing authority that adversely affects a Partner without the Limited that Partner's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Tax Matters Partner. All (a) The tax matters partner of the Partners hereby agree that Partnership pursuant to Code Section 6231(a)(7) shall be the General Partner shall be or such other eligible Partner designated from time to time by the "General Partner subject to replacement by the General Partner (any Partner who is designated as the tax matters partner is referred to herein as the “Tax Matters Partner" pursuant ”). The Tax Matters Partner shall inform each other Partner of all significant matters that may come to its attention in its capacity as Tax Matters Partner and shall forward to each other Partner copies of all significant written communications it may receive in that capacity within five Business Days of receiving the same. The Tax Matters Partner shall take such commercially reasonable steps as necessary to ensure that each Partner qualifying as a “notice partner” within the meaning of Code and Section 6231(a)(8) is treated as such.
(b) The Tax Matters Partner shall take no action without the authorization of the General Partner, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Partner in connection with any review its duties, including the preparation for or examination pursuance of the federal income tax returns of administrative or judicial proceedings, shall be paid by the Partnership. At GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(c) The Tax Matters Partner shall not enter into any extension of the time period of limitations for making assessments on behalf of the Partners without first obtaining the consent of the General Partner. The Tax Matters Partner shall not bind any Partner to a review, examination, or otherwisesettlement agreement without obtaining the consent of such Partner. Any Partner that enters into a settlement agreement with respect to any Partnership item (within the meaning of Code Section 6231(a)(3)) shall promptly notify the other Partners of such settlement agreement and its terms.
(d) No Partner shall file a request pursuant to Code Section 6227 for an administrative adjustment of Partnership items for any taxable year without first notifying the other Partners and obtaining the consent of the General Partner. If the General Partner consents to the requested adjustment, the Tax Matters Partner shall inform file the IRS that a copy request for the administrative adjustment on behalf of all correspondence shall be provided the Partners. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the Limited request for administrative adjustment, if shorter, any Partner.
(a) The , including the Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustmentsPartner, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of may file a request for administrative adjustment on its own behalf. Any Partner intending to file a petition under Code Sections 6226 or 6228 (or another Code Section) with respect to any item involving the Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Partner is the Partner intending to file such petition on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner , such notice shall be given within a reasonable period of any petition for judicial review; filing of any appeal with respect time to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of allow the other Partners) insofar as tax matters related Partners to participate in selecting the Tax Credits are concerned, and (2) to all of the Partners forum in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner which such petition will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerbe filed.
(e) Nothing herein No Partner shall be construed as file a waiver by notice of inconsistent treatment under Code Section 6222(b) with respect to any Partnership items for any taxable year without first obtaining the Limited Partner consent of the General Partner.
(f) The provisions of this Section 10.4 shall survive the termination of any of its rights under Chapter 631 Partner’s interest in the Partnership and shall remain binding on the Partnership and the Partners for so long as necessary to resolve with the IRS any and all matters regarding the U.S. federal income taxation of the Code. Partners with respect to Partnership items (within the meaning of Code Section 6231(a)(3)).
(g) The General Partner may appoint and replace a Partnership Representative and authorize the Partnership Representative to take any and all actions determined by the General Partner and permissible under Code Section 6223 and Treasury Regulations thereunder; provided, that (i) the Partnership Representative shall provide each Partner with notice of the commencement of an audit or other tax proceeding that could adversely affect the Partner; (ii) each Partner shall be entitled to participate in (but not control) any examination or tax proceeding involving the Partnership (and attend, through its representative, any related hearings or conferences) that could adversely affect the Partner at the Partner’s own expense; and (iii) the Partnership Representative shall not file an administrative adjustment request or enter into any a settlement agreement purporting to bind the Limited with a taxing authority that adversely affects a Partner without that Partner’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(i) The General Partner hereby appoints itself as the Limited Partnership Representative.
(ii) Furthermore, the General Partner's consent, in its capacity as Partnership Representative, hereby appoints Xxxxxx Xxxx Xxxxxxx, the CFO of the Partnership, as the “designated individual” through whom Partnership Representative shall act pursuant to Treasury Regulations Section 301.6223-1(b)(3). Such appointment shall apply for the tax year of the Company ending on December 31, 2019, and for all subsequent tax years, unless revoked as provided herein. The Partnership and the designated individual shall take such actions as may be necessary to give effect to the designated individual’s appointment hereunder. In the designated individual’s capacity as designated individual hereunder, the designated individual shall: (i) act at the direction of the Partnership Representative; (ii) inform the Partnership Representative of all communications received from the IRS; and (iii) not take any action, fail to take any action or communicate with the IRS, other than routine communications, without first obtaining the written approval of the Partnership Representative.
(iii) The Partnership Representative may revoke the appointment in Section 10.4(g)(ii) by providing a written notice of such revocation to the Partnership, with a copy to designated individual. Failure to provide a copy of such notice to the designated individual shall not affect the effectiveness of the revocation. The Partnership and the designated individual shall take such actions as may be requested by Partnership Representative to notify the IRS of and give effect to any such revocation.
Appears in 1 contract
Tax Matters Partner. All Subject to the Partners hereby agree that following sentence, the General Partner shall be is hereby designated as the "tax matters partner within the meaning of Code Section 6231(a)(7) (“Tax Matters Partner" pursuant ”). If for any Tax Year the General Partner is determined to be ineligible to act as the Tax Matters Partner, then (i) the Partners (and any Person who was a Partner at any time during such Tax Year) shall use commercially reasonable efforts to take such action as is required to permit the General Partner to be eligible to act as the Tax Matters Partner for such Tax Year and all other Tax Years, and (ii) if despite such efforts, the General Partner is not permitted to act as Tax Matters Partner for such Tax Year, then BlackBrush TexStar (before the BBTS Distribution) or EIG (after the BBTS Distribution) shall be designated as the Tax Matters Partner for such Tax Year. The Tax Matters Partner shall not take any material action as Tax Matters Partner without the consent of the Designating Parties (such consent not to be unreasonably conditioned, withheld or delayed). The Tax Matters Partner shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner to the extent provided in the Code and in connection with the Treasury Regulations. If any review state or examination of the federal income local tax returns of the Partnership. At the time of law provides for a reviewtax matters partner or Person having similar rights, examinationpowers, authority or otherwiseobligations, the Tax Matters Partner shall inform also serve in such capacity. In all other cases, the IRS that General Partner shall represent the Partnership in all tax matters to the extent allowed by law. Expenses incurred by the General Partner or EIG as the Tax Matters Partner or in a copy of all correspondence similar capacity as set forth in this Section 8.4 shall be provided borne by the Partnership. Such expenses shall include fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out of pocket costs. Any decisions made by the Tax Matters Partner, including whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest, shall be made in the Tax Matters Partner’s discretion, subject to the Limited Partner.
proviso contained in the second sentence of this Section 8.4. Notwithstanding anything to the contrary in this Section 8.4, (a1) The the Tax Matters Partner shall furnish not bind any Partner to a settlement agreement without the written consent of such Partner or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of enter into any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation limitations for making assessments with respect to all Partners; filing of a request for administrative adjustment on behalf the Partnership or any Partner without the prior consent of the Partnership; filing Partners that would be bound by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concernedextension, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special each Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as designated a waiver by notice partner under Code Section 6231 and shall have the Limited Partner rights of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting a notice partner granted pursuant to bind the Limited Partner without the Limited Partner's consentCode Sections 6221 through 6233.
Appears in 1 contract
Samples: Agreement of Limited Partnership (EIG BlackBrush Holdings, LLC)
Tax Matters Partner. All the Partners hereby agree that the Administrative General Partner shall will be the "“Tax Matters Partner" ” pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall will be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service IRS of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine decides to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall will be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 6231 of the Code. The General Tax Matter Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's ’s consent.
Appears in 1 contract
Samples: Limited Partnership Agreement
Tax Matters Partner. All the Partners hereby agree that the a. The General Partner shall be is hereby designated as the Tax Matters Partner of the Partnership, as provided in regulations pursuant to Section 6231 of the Code (the "Tax Matters Partner" pursuant "). Each Partner, by the execution of this Agreement, consents to such designation of the Code Tax Matters Partner- and agrees to 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.
b. The duties of the Tax Matters Partner may include the following:
(1) To the extent and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwisemanner provided by applicable law and regulations, the Tax Matters Partner shall inform furnish the IRS that a copy name, address, profits, interest and taxpayer identification number of all correspondence shall be provided each Partner to the Limited PartnerSecretary of the Treasury or his delegate (the "Secretary").
(a2) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice To the extent and information with respect to in the following: closing conference with an examining agent; proposed adjustments, rights of appeal, manner provided by applicable law and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilitiesregulations, the Tax Matters Partner shall act keep each Partner informed of the administrative and judicial proceedings for the adjustment at the Partnership level of any item required to be taken into account by a Partner for income tax purposes (such administrative proceeding being referred to hereinafter as a fiduciary (1) "Tax Audit" and such judicial proceeding being referred to the Limited Partner (to the exclusion of the other Partners) insofar hereinafter as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects"Judicial Review").
(d3) The Partners consent and agree that in connection with any auditIf the Tax Matters Partner, review, examination, or otherwise on behalf of the Partnership, or if receives a notice with respect to the Partnership tax audit from the Secretary, the Tax Matters Partner withdraws from shall, within 30 days of receiving such notice, forward a copy of such notice to the Partners who hold or held an interest (through their Interests) in the profits or losses of the Partnership or for the Partnership taxable year to which the notice relates.
c. The Tax Matters Partner becomes Bankruptis hereby authorized, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.but not required:
(e1) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not To enter into any settlement agreement purporting with the Internal Revenue Service or the Secretary with respect to any Tax Audit or Judicial Review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the Limited other Partners, except that such agreement shall not bind any Partner without who (within the Limited time prescribed pursuant to the Code and Treasury Regulations thereunder) files a statement with the Secretary providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner;
(2) In administrative adjustment required to be taken into (a "Final Adjustment") is seek Judicial Review of the event that a notice of a final at the Partnership level of any item account by a Partner for tax purposes mailed to the Tax Matters Partner, to such Final Adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership's consentprincipal place of business is located, or the Court of Claims;
(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 Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for Judicial Review with respect to such request;
(5) To enter into an agreement with the Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(6) To take any other action on behalf of the Partners or the Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable laws or regulations.
d. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any Tax Audit or Judicial Review with respect to the tax liability of the Partners. The payment of all. such expenses shall be made before any distributions are made of Cash Flow any discretionary reserves are set aside by the General
Appears in 1 contract
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner and the Georgia Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner and Georgia Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner or the Georgia Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner or the Georgia Limited Partner without the Limited Partner's or Georgia Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Tax Matters Partner. All (a) To the extent relevant, and subject to the following sentence, the General Partner is hereby designated as the tax matters partner within the meaning of Code Section 6231(a)(7) (“Tax Matters Partner”). If for any Tax Year the General Partner is determined to be ineligible to act as the Tax Matters Partner, then (i) the Partners hereby agree (and any Person who was a Partner at any time during such Tax Year) shall use commercially reasonable efforts to take such action as is required to permit the General Partner to be eligible to act as the Tax Matters Partner for such Tax Year and all other Tax Years, and (ii) if despite such efforts, the General Partner is not permitted to act as Tax Matters Partner for such Tax Year, then the General Partner shall designate another Person as the Tax Matters Partner for such Tax Year. The Tax Matters Partner shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner to the extent provided in the Code and the Treasury Regulations. If any State or local tax law provides for a tax matters partner or person having similar rights, powers, authority or obligations, the Tax Matters Partner shall also serve in such capacity. In all other cases, the General Partner shall represent the Partnership in all tax matters to the extent allowed by law. Reasonable third-party out-of-pocket expenses incurred by the General Partner as the Tax Matters Partner or in a similar capacity as set forth in this Section 11.4 shall be borne by the Partnership and the Partnership shall indemnify the Tax Matters Partner for any such expenses. Such expenses shall include fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. Any decisions made by the Tax Matters Partner, including whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest, shall be made in the Tax Matters Partner’s discretion. Notwithstanding anything to the contrary in this Section 11.4, (1) the Tax Matters Partner shall not bind any Partner to a settlement agreement without the written consent of such Partner or enter into any extension of the period of limitations for making assessments with respect to the Partnership or any Partner without the prior consent of the Partners that would be bound by such extension, and (2) each Limited Partner shall be designated a notice partner under Section 6231 of the Code and shall have the rights of a notice partner granted pursuant to Sections 6221 through 6233 of the Code.
(b) To the extent relevant for U.S. federal or state income tax purposes, the General Partner or an eligible Person appointed by the General Partner shall be the "Tax Matters Partner" pursuant Partnership Representative for U.S. federal income tax purposes and shall act in a similar manner with respect to all U.S. state, local, and non-U.S. tax matters affecting the Partnership. The “Partnership Representative” shall mean a Person (i) that has been designated as the “partnership representative” under Section 6223(a) of the Code and in connection (ii) whose responsibilities as Partnership Representative include, where appropriate, (A) commencing on behalf of the Partnership certain judicial proceedings regarding Partnership income tax items (with any review or examination appropriate taxing authority), (B) making any elections on behalf of the federal Partnership under Sections 6221 through 6226 of the Code, any Treasury Regulations promulgated thereunder and any similar state or local income tax returns rules, and (C) carrying out any other actions necessary for the Partnership to comply with the Bipartisan Budget Act of 2015. In exercising its responsibilities as Partnership Representative, the Person designated as the Partnership Representative shall have final decision making authority with respect to all U.S. federal, state, local and non-U.S. tax matters involving the Partnership. At The Limited Partners agree to take all actions requested by the time General Partner or the Partnership Representative to comply with the Bipartisan Budget Act of 2015, including, where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Partnership Representative. Notwithstanding anything to the contrary in this Section 11.4, (1) the Partnership Representative shall not bind any Partner to a review, examinationsettlement agreement, or otherwise, bind the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided Partnership to the Limited extent affecting any Partner.
(a) The Tax Matters , without the written consent of such Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of enter into any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation limitations for making assessments with respect to all Partners; filing of a request for administrative adjustment on behalf the Partnership or any Partner without the prior consent of the Partnership; filing Partners that would be bound by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concernedextension, and (2) the Partnership Representative shall keep each Partner fully informed with respect to all any Tax matters including promptly notifying such Partners if any tax return or report of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, Partnership is audited or if any adjustments are proposed by any governmental entity, promptly furnishing to the Partners all notices concerning administrative or judicial actions relating to Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partnermatters, and become furnishing to the Tax Matters Partner. The Limited Partner will make no claim against Partners periodic reports concerning the Partnership in respect status of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partneraction.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Rice Energy Inc.)
Tax Matters Partner. All (a) BAM is hereby appointed and shall serve as the Partners hereby agree that tax matters partner of the General Partner shall be Company (the "“Tax Matters Partner" pursuant to ”) within the Code and in connection with any review or examination meaning of IRC § 6231(a)(7) for so long as it is not the federal income tax returns of the Partnership. At the time subject of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided bankruptcy event as defined in Section 9.2 and otherwise is entitled to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against may file a designation of itself as such with the Partnership in respect Internal Revenue Service. The Tax Matters Partner shall (i) furnish to each Member affected by an audit of the Company income tax returns a copy of each notice or other communication received from the IRS or applicable state authority, (ii) keep such Member informed of any administrative or judicial proceeding, as required by Section 6223(g) of the Code, and (iii) allow such Member an opportunity to participate in all such administrative and judicial proceedings. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute the other Member a “notice partner” within the meaning of Section 6231(a)(8) of the Code, provided that the other Member provides the Tax Matters Partner with the information that is necessary to take such action; and
(b) The Company shall not be obligated to pay any fees or omission other compensation to the Tax Matters Partner in its capacity as such. However, the Company shall reimburse the expenses (including reasonable attorneys’ and other professional fees) incurred by the Tax Matters Partner during in such time capacity. Each Member who elects to participate in Company administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Member and the cost of any resulting audits or adjustments of a Member’s tax return shall be borne solely by the affected Member; and
(c) The Company shall indemnify and hold harmless the Tax Matters Partner from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) sustained or incurred as a result of any act or decision concerning Company tax matters and within the Special Limited Partner acts scope of such Member’s responsibilities as Tax Matters Partner, so long as such act or decision was not the result of gross negligence, fraud, bad faith or willful misconduct by the Tax Matters Partner.
(e) Nothing herein . The Tax Matters Partner shall be construed entitled to rely on the advice of legal counsel as a waiver by to the Limited Partner of any nature and scope of its rights under Chapter 631 responsibilities and authority as Tax Matters Partner, and any act or omission of the Code. The General Tax Matters Partner pursuant to such advice shall not enter into in no event subject the Tax Matters Partner to liability to the Company or any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentMember.
Appears in 1 contract
Samples: Operating Agreement (Crown Castle International Corp)
Tax Matters Partner. All the Partners hereby agree that the A. The General Partner shall be the "Tax Matters tax matters partner" of the Partnership for federal income tax purposes. Pursuant to Section 6230(e) 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, 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. Notwithstanding anything herein to the contrary, the tax matter partner shall, upon receipt of notice from the IRS, give notice of an administrative proceeding with respect to the Partnership to all Limited Partners and Assignees in accordance with, and as if such Limited Partners and Assignees were each a "notice partner" pursuant to, Section 6231(a)(8) of the Code.
B. Except to the extent any action described below conflicts with the General Partner's prohibition on causing a tax termination of the Partnership as described in Section 7.3.A hereof, the tax matters partner is authorized, but not required:
(1) to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner or Assignee 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 may expressly state that such agreement shall bind all Partners and Assignees, except that such settlement agreement shall not bind any Partner or Assignee (i) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or Assignee; or (ii) who is a "notice partner" (as defined in Section 6231(a)(8) of the Code) or a member of a "notice group" (as defined in Section 6223(b)(2) of the Code);
(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 Assignee for tax purposes (a "final adjustment") is mailed to the tax 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;
(3) to intervene in any action brought by any other Partner or Assignee for judicial review of a final adjustment;
(4) to file a request for an administrative adjustment with the IRS 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 to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner or Assignee for tax purposes, or an item affected by such item; and
(6) to take any other action on behalf of the Partners or Assignees or the Partnership in connection with any tax audit or judicial review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided proceeding to the Limited Partner.
(a) extent permitted by applicable law or regulations and not prohibited by this Agreement. The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place taking of any appeals conference; acceptance action and the incurring of any expense by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification of the General Partner withdraws from set forth in Section 7.6 of this Agreement shall be fully applicable to the Partnership or the Tax Matters General Partner becomes Bankrupt, then the Special Limited Partner may become, in as tax matters partner.
C. The tax matters partner shall receive no compensation for its sole discretion, a special general partner, services. All third party costs and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission expenses incurred by the Tax Matters Partner during tax matters partner in performing its duties as such time as (including legal and accounting fees and expenses) shall be borne by the Special Limited Partner acts as the Tax Matters Partner.
(e) Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as a waiver the compensation paid by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentPartnership for such services is reasonable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bay Apartment Communities Inc)
Tax Matters Partner. All (a) Platinum is hereby appointed and shall serve as the Partners hereby agree that tax matters partner of the General Partner shall be Company (the "“Tax Matters Partner" pursuant to the Code and ”) as defined in connection with any review or examination Section 6231(a)(7) of the federal income tax returns of the PartnershipCode. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall (i) furnish or cause to be furnished to each Partner Member affected by an audit of Company income tax returns a copy of each notice and information with respect to or other communication received from the following: closing conference with an examining agent; proposed adjustments, rights of appealIRS or applicable state authority, and requirements for filing a protest; time and place (ii) keep such Members informed of any appeals conference; acceptance administrative or judicial proceeding, as required by the Internal Revenue Service of any settlement offer; consent to the extension Section 6223(g) of the period Code. The Tax Matters Partner shall take such action as may be reasonably necessary to constitute each other Member a “notice partner” within the meaning of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf Section 623 I (a)(8) of the Partnership; filing Code, provided that each such other Member provides the Tax Matters Partner with the information that is necessary to take such action.
(b) The Company shall reimburse the out-of-pocket expenses (including outside attorneys’ and other outside professional fees) incurred by the Tax Matters Partner or any other Partner in such capacity. Each Member that elects to participate in a tax proceeding of the Company shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any petition for judicial review; filing adjustments to a Member and the cost of any appeal with respect to resulting audits or adjustments of a Member’s tax return (including without limitation additional taxes and any judicial determination; applicable interest and a final judicial redetermination.
(bpenalties thereon) If shall be borne solely by the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtaffected Member.
(c) In discharging its duties The Company shall indemnify and responsibilities, hold harmless the Tax Matters Partner shall act from and against any loss, liability, damage, cost or expense (including attorneys’ and accountants’ fees) sustained or incurred as a fiduciary (1) to the Limited Partner (to the exclusion result of the other Partners) insofar as any act or decision concerning Company tax matters related to and within the Tax Credits are concerned, and (2) to all scope of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the such Member’s responsibilities as Tax Matters Partner withdraws from Partner, so long as such act or decision was not the Partnership result of gross negligence, fraud or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become willful misconduct by the Tax Matters Partner. The Limited Tax Matters Partner will make no claim against shall be entitled to rely on the Partnership in respect advice of outside legal counsel and accountants as to the nature and scope of its responsibilities and authority as Tax Matters Partner, and any action act or omission by of the Tax Matters Partner during pursuant to such time as the Special Limited Partner acts as advice in no event shall subject the Tax Matters PartnerPartner to liability to the Company or any Member.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Black Elk Energy Finance Corp.)
Tax Matters Partner. All the Partners (a) The Managing Partner is hereby agree that the General Partner shall be designated the "Tax Matters Partner" pursuant to the Code and as that term is defined in connection with any review or examination section 623 l(a)(7) of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited PartnerCode.
(ab) The Tax Matters Partner shall furnish take no action in such capacity without the authorization or cause consent of ESI BH, other than such action as the Tax Matters Partner may be required to be furnished take by law. The Tax Matters Partner shall use its best efforts to each Partner notice comply with the responsibilities outlined in sections 6222 through 6232 of the Code and information with respect in doing so shall incur no liability to the following: closing conference other Partners. ESI BH agrees to cooperate with an examining agent; proposed adjustments, rights the Tax Matters Partner's efforts to comply with Sections 6222 through 6232 of appealthe Code. The Partnership shall indemnify and reimburse the Managing Partner, and requirements hold it harmless for filing its expenses, including reasonable attorneys' and other professional fees, except its allocable share of liabilities as a protest; time and place of Partner, incurred in its capacity as Tax Matters Partners.
(c) The Tax Matters Partner shall not enter into any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect limitations for making assessments on behalf of ESI BH without first obtaining the written consent of ESI BH.
(d) No Partner (or a partner in a Partner) shall file, pursuant to all Partners; filing section 6227 of the Code, a request for an administrative adjustment on behalf of items for any Partnership taxable year without first notifying the Partnership; filing by other Partner. If the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal agrees with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax mattersrequested adjustment, then the Tax Matters Partner shall obtain file the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise request for administrative adjustment an behalf of the Partnership. If unanimous consent is not obtaining within thirty (30) calendar days from such notice, or within the period required to timely file the request for administrative adjustment, if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankruptshorter, then the Special Limited Partner may becomeany Partner, in its sole discretion, a special general partner, and become including the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner, may file a request for administrative adjustment on its own behalf.
(e) Nothing herein Any Partner (or a partner in a Partner) intending to file a petition under sections 6226, 6228 or other section of the Code with respect to any item or other matter involving the Partnership shall be construed as a waiver by notify the Limited other Partner of any of its rights under Chapter 631 such intention and the nature of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.contemplated
Appears in 1 contract
Samples: General Partnership Agreement (Ormat Funding Corp.)
Tax Matters Partner. All 9.6.1 If required by the Partners hereby agree that Code, the General Partner Chief Financial Manager shall be the serve as "Tax Matters Partner," pursuant to the as defined for Federal income tax purposes under Code and in connection with any review or examination Section 6231(a)(7), until a new Tax Matters Partner is elected by a vote of the federal income tax returns Members holding at least a majority of the Partnership. At the time Units.
9.6.2 If, on advice of a review, examination, or otherwisecounsel, the Tax Matters Partner shall inform determines that it is in the IRS best interests of the Members that the final results of any administrative proceeding be appealed by the institution of legal proceedings, the Tax Matters Partner is hereby authorized to commence such legal proceedings in such forum as he, on advice of counsel, determines to be appropriate. In the event the Tax Matters Partner selects a forum for appeal in which he is required to deposit a proportionate share of any disputed tax before making such appeal, he must obtain the consent of the Board and of the Members holding a majority of the Class A Units. If such consent is obtained, each of the Members will be required to deposit and pay such Member's proportionate share of such disputed tax before participating in such appeal. The Members acknowledge that such deposit under current law does not earn interest and that a copy failure to make such a deposit may preclude a Member from pursuing any other sort of all correspondence shall be provided to the Limited Partnerappeal by court action.
(a) 9.6.3 The Tax Matters Partner shall furnish or cause not be liable to be furnished to each Partner notice and information any other Member for any action taken with respect to the following: closing conference with an examining agent; proposed adjustments, rights of any such administrative proceeding or appeal, and requirements for filing a protest; time and place so long as the Tax Matters Partner is not grossly negligent or guilty of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing willful misconduct. Any reasonable costs paid or incurred by the Tax Matters Partner in connection with his activities in such capacity shall be reimbursed by the Company. Each Member acknowledges that any cost he, she or any other Partner it may incur in connection with an audit of any petition for judicial review; filing such Member's income tax return, including an audit of any appeal with respect to any judicial determinationsuch Member's investment in the Company, is such Member's sole responsibility and obligation; and a final judicial redetermination.
(b) If neither the Company, the Board, the Managers, nor the Tax Matters Partner shall determine be liable to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, Member for reimbursement or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect sharing of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnercosts.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Liability Company Agreement (WPT Enterprises Inc)
Tax Matters Partner. All the Partners hereby agree that the The General Partner shall be the "Tax Matters Partner" pursuant to Partnership's tax matters partner under the Code and under any comparable provision of state law. The General Partner shall have the right to resign as tax matters partner by giving thirty (30) days' written notice to each Partner. Upon such resignation a successor tax matters partner shall be elected by a Majority In Interest of the Class A Limited Partners. The tax matters partner shall employ experienced tax counsel to represent the Partnership in connection with any review audit or examination investigation of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of any settlement offer; consent such audit. If the tax matters partner is required by law or regulation to incur fees and expenses in connection with tax matters not affecting all the Partners, then the Partnership shall be entitled to reimbursement from those Partners on whose behalf such fees and expenses were incurred. The tax matters partner shall keep the Partners informed of all administrative and judicial proceedings, as required by Section 6223(g)of the Code, and shall furnish to each Partner, if such Partner so requests in writing, a copy of each notice or other communication received by the tax matters partner from the Internal Revenue Service, except such notices or communications as are sent directly to such requesting Partner by the Internal Revenue Service. The relationship of the tax matters partner to the extension Limited Partners is that of a fiduciary, and the tax matters partner has fiduciary obligations to perform its duties as tax matters partner in such manner as will serve the best interests of the period Partnership and all of limitation with the Partnership's Partners. To the fullest extent permitted by law, but subject to the limitations and exclusions of paragraph 14.4 below, the Partnership agrees to indemnify the tax matters partner and its agents and save and hold them harmless, from and in respect to all Partners; filing of a request for administrative adjustment on behalf of (i) fees, costs and expenses in connection with or resulting from any laim, action, or demand against the Partnership; filing by tax matters partner, the Tax Matters General Partner or the Partnership that arise out of or in any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) way relate to the Limited Partner (to the exclusion of the other Partners) insofar tax matters partner's status as tax matters related to partner for the Tax Credits are concernedPartnership, and (2ii) to all such claims, actions, and demands and any losses or damages therefrom, including amounts paid in settlement or compromise of the Partners in other respects.
(d) The Partners consent and agree that in connection with any auditsuch claim, review, examinationaction, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerdemand.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Tax Matters Partner. All the Partners Moxxxxx xs hereby agree that the General Partner shall be the designated "Tax Matters Partner" pursuant to for the Code Partnership and shall be so designated in connection with any review or examination of the federal income tax returns each Federal information return filed on behalf of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to not be furnished to each Partner notice and information with respect liable to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements Partnership or any other Partner for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment act or omission on behalf of the Partnership; filing by , which act or omission was within the scope of authority conferred on the Tax Matters Partner by this Agreement, unless such act or any omission constituted fraudulent or willful misconduct, was performed or omitted in bad faith or constituted gross negligence or a violation of law. Within five (5) business days of receipt, each Partner shall give to each other Partner written notice of the first Partner's receipt from any taxing authority of any petition for judicial review; filing notification of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If an audit or investigation of or involving the Partnership or the reporting of Profits or Losses thereof. The Tax Matters Partner shall determine to litigate keep the other Partners fully advised of the progress of any administrative determination audit and shall promptly supply the other Partners with copies of any written communication received from the Internal Revenue Service or any other taxing authority relating to federal income tax mattersany audit within ten (10) days of receipt thereof, then the Tax Matters Partner and shall obtain the Consent of the Special Limited Partner at least ten (10) days prior to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) submitting any materials to the Limited Partner (Internal Revenue Service or other taxing authority provide such materials to the exclusion of the other Partners. Each Partner shall have the right to participate in (i) insofar as any audit or other administra- tive proceeding relating to the determination of income, gains, Profits, Losses, deductions or credits at the Partnership level and (ii) any material discussions with the Internal Revenue Service or other taxing authority relating to Partnership tax matters issues. No position will be taken with respect to material tax issues, no statute of limitations will be extended, no protest or petition related to any tax issue will be filed and no settlement or compromise of any tax issue related to the Tax Credits are concernedPartnership will be made without the consent of all affected Partners, and (2) to all of the Partners in other respects.
(d) The Partners which consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consentbe unreasonably withheld.
Appears in 1 contract
Tax Matters Partner. All the Partners [a] The Manager is hereby agree that the General Partner shall be the designated tax matters partner ("Tax Matters Partner" ") as defined in Section 6231(a)(7) of the Code. The Tax Matters Partner will take no action (other than ministerial action or any action specifically permitted under this 10.10) without the prior approval of the Members. The Tax Matters Partner will not be required to take any action or incur any expenses for the prosecution of any administrative or judicial remedies in its capacity as Tax Matters Partner unless the Members agree on a method of sharing expenses incurred in connection with the prosecution of such remedies. As long as the Tax Matters Partner is not negligent and acts in good faith pursuant to instructions it receives from the Code Members or from the Company, the Company will indemnify and hold harmless the Tax Matters Partner from and against any and all liabilities incurred by the Tax Matters Partner in connection with any review activities or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the undertakings taken by it in its capacity as Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) . [b] The Tax Matters Partner shall furnish or cause will be responsible for undertaking the statutory responsibilities of the "tax matters partner" pursuant to be furnished Subchapter C of Chapter 63 of Subtitle F of the Code, as set forth in the Code and the Treasury Regulations. The Tax Matters Partner will fully comply with the requirements of Temporary Treasury Regulations Section 301.6223(g)-1 and any successor provision, including providing each Member with notices of the following: [i] The Tax Matters Partner will, within five (5) business days after the mailing by the Service of the notice specified in Section 6223(a)(1), forward a copy of that notice to each Member. [ii] The Tax Matters Partner will, within five (5) business days after the mailing by the Service of the notice and specified in Section 6223(a)(2), forward a copy of that notice to each Member. [iii]The Tax Matters Partner will promptly furnish to each Member information with respect to the following: closing following (in the case of any action, within five (5) business days of taking that action):
[A] Closing conference with an the examining agent; proposed ;
[B] Proposed adjustments, rights of appeal, and requirements for filing of a protest; time [C] Time and place of any appeals conference; acceptance [D] Acceptance by the Internal Revenue Service of any settlement offer(the "Service"); consent [E] Consent to the extension of the period of limitation limitations with respect to all PartnersMembers; filing [F] Filing of a request for administrative adjustment (including a request for substituted return treatment under Section 301.6227(b)-2T) on behalf of the PartnershipCompany; filing [G] Filing by the Tax Matters Partner or any other Partner Member of any petition for judicial reviewreview under Section 6226 or 6228(a); filing [H] Filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax mattersprovided for in Section 6226 or 6228(a), then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.and;
Appears in 1 contract
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination audit of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the 66 Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise audit of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Tax Matters Partner. All (a) Synetic, for so long as the Partners hereby agree that the General Partner Management Services Agreement shall remain in effect, shall be the tax matters partner (the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination ") under ss. 6231(a)(7) of the federal income tax returns Code; thereafter, those Members holding of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy record more than fifty percent (50%) of all correspondence votes permitted hereunder shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing appoint a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the successor Tax Matters Partner.
(eb) Nothing herein The Tax Matters Partner will be responsible for notifying all Members of ongoing proceedings, both administrative and judicial, and will represent the Company throughout any such proceeding. Each Member agrees, and each holder of Membership Interests who is not a Member shall be construed deemed by virtue of its ownership of Membership Interests to agree, that it will furnish the Tax Matters Partner with such information as the Tax Matters Partner may reasonably request in order to allow the Tax Matters Partner to provide the Internal Revenue Service with sufficient information with respect to any such proceedings.
(c) If an administrative proceeding with respect to a waiver partnership item under the Code has begun, and the Tax Matters Partner so requests, each Member agrees, and each holder of Membership Interests who is not a Member shall be deemed by virtue of its ownership of Membership Interests to agree, that it will notify the Limited Tax Matters Partner of its treatment of any partnership item on its federal income tax return, if any, that is inconsistent with the treatment of its rights under Chapter 631 that item on the partnership return for the Company. Any settlement agreement with the Internal Revenue Service will be binding upon the holder of Membership Interests only as provided in the Code. The General Tax Matters Partner shall will not enter into bind any other holder of Membership Interests to any extension of the statute of limitations or to a settlement agreement purporting without such holder's written consent. Any holder of Membership Interests who enters into a settlement agreement with respect to bind any partnership item will notify the Limited other holders of Membership Interests of such settlement agreement and its terms within thirty (30) days from the date of settlement.
(d) If the Tax Matters Partners does not file a petition for readjustment of partnership items in the Tax Court, Federal District Court or Claims Court within the ninety (90) day period following a notice of a final partnership administrative adjustment, any notice partner and 5-percent group (as such terms are defined in the Code) may institute such action within the following sixty (60) days. The Tax Matters Partner without will timely notify the Limited Partner's consentother Members in writing of its decision. Any notice partner and 5-percent group will notify any other Member of its filing of any petition for readjustment.
Appears in 1 contract
Samples: Operating Agreement (Careinsite Inc)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be is hereby designated the Partnership's "Tax Matters Partner" pursuant under Section 6231(a)(7) of the Code, and may hereafter designate its successor as Tax Matters Partner, to manage administrative and judicial tax proceedings conducted at the Partnership level by the IRS with respect to Partnership matters. Any Partner, other than the Tax Matters Partner, shall have the right to participate in such administrative or judicial proceedings relating to the determination of Partnership items at the Partnership level to the extent provided by Section 6224 of the Code and at the Partner's own expense. The Limited Partners shall not act independently with respect to tax audits or tax litigation affecting the Partnership, and actions taken by the General Partner as Tax Matters Partner in connection with any review or examination of tax audits shall be binding in all respects upon the federal income tax returns of Limited Partners, except as provided below.
(b) The Tax Matters Partner shall have the Partnership. At following duties:
(i) to the time of a review, examination, or otherwiseextent and in the manner required by applicable law and regulations, the Tax Matters Partner shall inform furnish the IRS that a copy name, address, number of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to Units and taxpayer identification number of each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.the Secretary of the Treasury or his delegate (the "Secretary"); and
(cii) In discharging its duties to the extent and responsibilitiesin the manner required by applicable law and regulations, the Tax Matters Partner shall act keep each Limited Partner informed of administrative and judicial proceedings for the adjustment at the Partnership level of any item required to be taken into account by a Limited Partner for income tax purposes (such judicial proceedings referred to hereinafter as a fiduciary "judicial review").
(1c) Subject to Section 9.3, the Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the Limited tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made from Distributable Cash. Neither the General Partner (nor any Affiliate nor any other Person except the Partnership shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the exclusion extent required by law, shall be in the sole and absolute discretion of the other Partners) insofar as tax matters related Tax Matters Partner. The provisions on limitations of liability of the General Partner and indemnification set forth in Section 9.3 shall be fully applicable to the General Partner acting in its capacity as Tax Credits are concerned, and (2) to all of the Partners in other respectsMatters Partner.
(d) The Tax Matters Partner is hereby authorized, but not required:
(i) to enter in to any settlement with the IRS with respect to any tax audit or judicial review, in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Partners, except that such settlement agreement shall not bind any Partner who (within the time prescribed pursuant to Section 6224(c)(3) of the Code and regulations thereunder) files a statement with the IRS providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Partner;
(ii) 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, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership's principal place of business is located, the United States Court of Claims or any other appropriate forum;
(iii) to intervene in any action brought by any other Partner for judicial review of a final adjustment;
(iv) 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 a petition for judicial review with respect to such request;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken in to account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners consent and agree that or the Partnership in connection with any audit, review, examination, administrative or otherwise of judicial tax proceeding to the Partnership, extent permitted by applicable law or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partnerregulations.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lease Equity Appreciation Fund II, L.P.)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "Tax Matters Partnertax matters partner" pursuant to the Code and in connection with any review or examination of the Partnership for federal income tax returns of purposes. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance borne by the Internal Revenue Service of Partnership in addition to any settlement offer; consent reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the extension of Partnership from engaging an accounting firm to assist the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of tax matters partner in discharging its duties hereunder, so long as the Partnership; filing compensation paid by the Tax Matters Partner or any other Partner of any petition Partnership for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationsuch services is reasonable.
(b) If The tax matters partner is authorized, but not required:
(i) to enter into any settlement with the Tax Matters Partner shall determine IRS with respect to litigate any administrative determination relating or judicial proceedings for the adjustment of Partnership items required to federal be taken into account by a Partner for income tax matterspurposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"), then and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners;
(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 adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Matters Partner shall obtain Court or the Consent United States Claims Court, or the filing of a complaint for refund with the District Court of the Special Limited Partner to litigate such matter United States for the district in such court.which the Partnership's principal place of business is located;
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1iii) to the Limited intervene in any action brought by any other Partner for judicial review of a final adjustment;
(to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2iv) to all 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners in other respects.
(d) connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The Partners consent taking of any action and agree that the incurring of any expense by the tax matters partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification of the General Partner withdraws from set forth in Section 7.07 hereof shall be fully applicable to the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Tax Matters Partner. All the Partners hereby agree that Xxxxx X. Xxxxxxxx is the designated General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination audit of the federal Federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise audit of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Tax Matters Partner. All The General Partner or its designee will be designated as “Tax Matters Partner.” If requested by the Partners hereby agree that General Partner, each Partner shall provide the General Partner with any information, representations, certifications, forms, or documentation, and take such action, that, as determined by the General Partner in its sole discretion in good faith, is reasonably necessary or advisable for the Partnership or any subsidiary subject to the Revised Audit Provisions to make any election or to modify an imputed underpayment or otherwise adopt any course under the Revised Audit Provisions. Notwithstanding anything to the contrary in this Agreement, any information, representations, certifications, forms or documentation so provided may be disclosed to any applicable taxing authority. Each person (for purposes of this Section 8.10 called a “Pass-Thru Partner”) that holds or controls an interest as a Limited Partner on behalf of, or for the benefit of, another person, or which Pass-Thru Partner is beneficially owned (directly or indirectly) by another person shall, within 30 days following receipt from the Tax Matters Partner of any notice, demand, request for information or similar document, convey such notice or other document in writing to all holders of beneficial interests in the Partnership holding such interests through such Pass-Thru Partner. In the event the Partnership shall be the "Tax Matters Partner" pursuant subject of an income tax audit by any non-U.S., U.S. federal, state or local authority, to the Code extent the Partnership is treated as an entity for purposes of such audit, including administrative settlement and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a judicial review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence be authorized to act for, and its decision shall be provided final and binding upon, the Partnership and each Partner thereof (except to the Limited Partner.
(a) The Tax Matters extent a Partner shall furnish or cause exercises any applicable right to be furnished to each Partner notice and information with respect to opt out granted in the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) Code). If the Tax Matters Partner shall determine makes an election pursuant to litigate any administrative determination relating the Revised Audit Provisions with respect to federal income tax mattersan imputed underpayment, then the Tax Matters each Partner shall obtain comply with the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that applicable requirements. All expenses incurred in connection with any such audit, reviewinvestigation, examinationsettlement or review shall be borne by the Partnership. The cost of any resulting audits or adjustments of a Limited Partner’s tax return will be borne solely by the affected Limited Partner. Each Partner agrees not to treat, on any income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. To the extent the Partnership is assessed or otherwise incurs any liability pursuant to the Revised Audit Provisions (“Audit Liability”) or proceeds to the Partnership are reduced on account of any Audit Liability incurred by any entity subject to the Revised Audit Provisions in which the Partnership holds a direct or indirect interest, that is attributable to a Partner (or former Partner), as determined by the General Partner in its sole discretion exercised in good faith, such amount shall be treated as a Withholding Charge with respect to such Partner. Each Limited Partner’s obligations to comply with the requirements of this Section 8.10 shall survive the Limited Partner’s ceasing to be a Limited Partner of the Partnership and/or the dissolution, liquidation and winding up and termination of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall will use commercially reasonable efforts to structure its investments in a manner such that Limited Partners will not enter into be required to make tax filings with any settlement agreement purporting governmental agency in any non-U.S. jurisdiction solely as a result of such Limited Partner’s interest in the Partnership (excluding any filings, application or elections to bind the claim any refund, or obtain any available exemption from or reduction in, any withholding or similar taxes imposed by any non-U.S. (whether sovereign or local) taxing authority with respect to amounts distributable or items of income allocable to such Limited Partner without the Limited Partner's consentunder this Agreement).
Appears in 1 contract
Samples: Limited Partnership Agreement
Tax Matters Partner. All the Partners hereby agree that the (a) The Fortis General Partner shall be the "Tax Matters Partnertax matters partner" pursuant to the Code and in connection with any review or examination of the Partnership for federal income tax returns of purposes; provided that the Partnershiptax matters partner shall consult with the REIT General Partner and shall consider in good faith all comments from the REIT General Partner. At The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance borne by the Internal Revenue Service of Partnership in addition to any settlement offer; consent reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the extension of Partnership from engaging an accounting firm to assist the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of tax matters partner in discharging its duties hereunder, so long as the Partnership; filing compensation paid by the Tax Matters Partner or any other Partner of any petition Partnership for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationsuch services is reasonable.
(b) If The tax matters partner is authorized, but not required:
i. to enter into any settlement with the Tax Matters Partner shall determine IRS with respect to litigate any administrative determination relating or judicial proceedings for the adjustment of Partnership items required to federal be taken into account by a Partner for income tax matterspurposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review");
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 adjustment") is mailed to the tax matters partner, then to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Matters Partner shall obtain Court or the Consent United States Claims Court, or the filing of a complaint for refund with the District Court of the Special Limited United States for the district in which the Partnership's principal place of business is located;
iii. to intervene in any action brought by any other Partner for judicial review of a final adjustment;
iv. to litigate file a request for an administrative adjustment with the IRS at any time and, if any part of such matter in request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such court.request;
(c) In discharging its duties and responsibilitiesv. to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, the Tax Matters Partner shall act as a fiduciary (1) or an item affected by such item; and
vi. to the Limited Partner (to the exclusion of the take any other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all action on behalf of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, tax audit or otherwise judicial review proceeding to the extent permitted by applicable law or regulations. The provisions relating to indemnification of the Partnership, or if General Partners set forth in Section 7.07 hereof shall be fully applicable to the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Tax Matters Partner. All Subject to the Partners hereby agree that following sentence, the General Partner shall be is hereby designated as the "tax matters partner within the meaning of Code Section 6231(a)(7) (“Tax Matters Partner" pursuant ”). If for any Tax Year the General Partner is determined to be ineligible to act as the Tax Matters Partner, then (i) the Partners (and any Person who was a Partner at any time during such Tax Year) shall use commercially reasonable efforts to take such action as is required to permit the General Partner to be eligible to act as the Tax Matters Partner for such Tax Year and all other Tax Years, and (ii) if despite such efforts, the General Partner is not permitted to act as Tax Matters Partner for such Tax Year, then BlackBrush TexStar (before the BBTS Distribution) or EIG (after the BBTS Distribution) shall be designated as the Tax Matters Partner for such Tax Year. The Tax Matters Partner shall not take any material action as Tax Matters Partner without the consent of the Designating Parties (such consent not to be unreasonably conditioned, withheld or delayed). The Tax Matters Partner shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a tax matters partner to the extent provided in the Code and in connection with the Regulations. If any review state or examination of the federal income local tax returns of the Partnership. At the time of law provides for a reviewtax matters partner or person having similar rights, examinationpowers, authority or otherwiseobligations, the Tax Matters Partner shall inform also serve in such capacity. In all other cases, the IRS that General Partner shall represent the Partnership in all tax matters to the extent allowed by law. Expenses incurred by the General Partner or EIG as the Tax Matters Partner or in a copy of all correspondence similar capacity as set forth in this Section 8.4 shall be provided borne by the Partnership. Such expenses shall include fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. Any decisions made by the Tax Matters Partner, including whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest, shall be made in the Tax Matters Partner’s discretion, subject to the Limited Partner.
proviso contained in the second sentence of this Section 8.4. Notwithstanding anything to the contrary in this Section 8.4, (a1) The the Tax Matters Partner shall furnish not bind any Partner to a settlement agreement without the written consent of such Partner or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of enter into any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation limitations for making assessments with respect to all Partners; filing of a request for administrative adjustment on behalf the Partnership or any Partner without the prior consent of the Partnership; filing Partners that would be bound by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concernedextension, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special each Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as designated a waiver by notice partner under Code Section 6231 and shall have the Limited Partner rights of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting a notice partner granted pursuant to bind the Limited Partner without the Limited Partner's consentCode Sections 6221 through 6233.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Southcross Energy LLC)
Tax Matters Partner. All the Partners hereby agree that the (a) The General Partner shall be the "Tax Matters Partnertax matters partner" pursuant to the Code and in connection with any review or examination of the Partnership for federal income tax returns of purposes. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance borne by the Internal Revenue Service of Partnership in addition to any settlement offer; consent reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the extension of Partnership from engaging an accounting firm to assist the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of tax matters partner in discharging its duties hereunder, so long as the Partnership; filing compensation paid by the Tax Matters Partner or any other Partner of any petition Partnership for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationsuch services is reasonable.
(b) If The tax matters partner is authorized, but not required:
(i) to enter into any settlement with the Tax Matters Partner shall determine IRS with respect to litigate any administrative determination relating or judicial proceedings for the adjustment of Partnership items required to federal be taken into account by a Partner for income tax matterspurposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review"), then and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners;
(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 adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Matters Partner shall obtain Court or the Consent United States Claims Court, or the filing of a complaint for refund with the District Court of the Special Limited Partner to litigate such matter United States for the district in such court.which the Partnership's principal place of business is located;
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1iii) to the Limited intervene in any action brought by any other Partner for judicial review of a final adjustment;
(to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2iv) to all 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;
(v) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and
(vi) to take any other action on behalf of the Partners in other respects.
(d) connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The Partners consent taking of any action and agree that the incurring of any expense by the tax matters partner in connection with any auditsuch proceeding, reviewexcept to the extent required by law, examination, or otherwise is a matter in the sole and absolute discretion of the Partnership, or if tax matters partner and the Tax Matters provisions relating to indemnification of the General Partner withdraws from set forth in Section 7.07 hereof shall be fully applicable to the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, tax matters partner in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time capacity as the Special Limited Partner acts as the Tax Matters Partnersuch.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (Retail Opportunity Investments Partnership, LP)
Tax Matters Partner. All the Partners hereby agree that the General Partner Parent shall be the "“tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code (the “Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership”). At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause be authorized and required to approve and sign all federal and state income and other tax returns required to be furnished filed by the Company and to each represent the Company (at the expense of the Company) in connection with all matters pertaining to any federal, state or local tax issues, including any examinations or audits of the affairs of the Company or the Subsidiary by any taxing authority and any resulting administrative and judicial proceedings, and to expend funds of the Company for professional services and costs associated therewith. The Tax Matters Partner notice and information shall take all actions necessary to preserve the rights of the Members with respect to audits and shall provide all Members with notices of all such proceedings and other information as required by law. The Tax Matters Partner shall not consent to extend the following: closing conference statute of limitations with an examining agent; proposed adjustmentsrespect to any partnership items of the Company, rights enter into any settlement agreement with any taxing authority, or file a petition for the readjustment of partnership items (or other similar appeal) without the express, written consent of all of the Members. Notwithstanding the foregoing, no Member waives, and requirements for all Members hereby expressly retain, all rights, powers and privileges allowed to them under Sections 6221-6233 of the Code and the Treasury Regulations thereunder, including but not limited to the right to participate in an administrative proceeding and not to be bound by settlement agreements entered into by the Tax Matter Partner. The Tax Matters Partner shall keep the Members timely informed of its activities under this Section and shall show all material income tax returns to the Members at least ten days prior to filing a protest; time them. The Tax Matters Partner may prepare and place of file protests or other appropriate responses to such audits. The Tax Matters Partner shall select counsel to represent the Company in connection with any appeals conference; acceptance audit conducted by the Internal Revenue Service of or by any settlement offer; consent state or local authority. All costs incurred in connection with the foregoing activities, including legal and accounting costs, shall be borne by the Company. Each Member agrees to cooperate with the extension of the period of limitation with respect Tax Matters Partner and to do or refrain from doing any or all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing things reasonably required by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise the conduct of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during all such time as the Special Limited Partner acts as the Tax Matters Partnerproceedings.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Liability Company Agreement (COHEN & Co INC.)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redeterminationdetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Tax Matters Partner. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any review or examination audit of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the Tax Matters Partner shall inform the IRS that a copy of all correspondence shall be provided to the Limited Partner.
(a) The Tax Matters Partner shall furnish or cause to be furnished to each Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment on behalf of the Partnership; filing by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtcourt as the Tax Matters Partner shall decide in its sole discretion.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise audit of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Tax Matters Partner. All the Partners hereby agree that the General Partner (a) AMF (or an Affiliate so designated by AMF) shall be the "“tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Tax Code (the “Tax Matters Partner" pursuant to the Code and in connection with any review or examination of the federal income tax returns of the Partnership. At the time of a review, examination, or otherwise, the ”).
(b) The Tax Matters Partner shall inform the IRS that a copy Board and each other PEC Holder, CPEC Holder and Shareholder of all correspondence significant matters that may come to its attention in its capacity as Tax Matters Partner by giving notice thereof on or before the fifth business day after becoming aware thereof and, within that time, shall be provided forward to the Limited PartnerBoard and each other PEC Holder, CPEC Holder and Shareholder copies of all significant written communications he may receive in that capacity.
(ac) The Tax Matters Partner shall furnish is authorized to represent the Company before the Internal Revenue Service and any other Governmental Entity with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as the Board deems necessary or cause advisable. Each PEC Holder, CPEC Holder and Shareholder agrees to be furnished cooperate with the Company and to each do or refrain from doing any or all things reasonably requested by the Company or the Tax Matters Partner notice and information with respect to the following: closing conference with an examining agent; proposed adjustmentsconduct of such proceedings. The Tax Matters Partner may not take any action contemplated by Sections 6222 through 6232 of the Tax Code without the consent of the Board, rights of appeal, and requirements for filing a protest; time and place of but this sentence does not authorize the Tax Matters Partner (or any appeals conference; acceptance by the Internal Revenue Service of Manager) to take any settlement offer; consent action left to the extension determination of an individual PEC Holder, CPEC Holder or Shareholder under Sections 6222 through 6232 of the period of limitation with respect to all Partners; filing of a Tax Code.
(d) Promptly following the written request for administrative adjustment on behalf of the Partnership; filing Tax Matters Partner, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such court.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, administrative or otherwise judicial proceeding (i) with respect to the tax liability of the Partnership, or if Company and/or (ii) with respect to the Tax Matters Partner withdraws from tax liability of the Partnership or Shareholders in connection with the Tax Matters Partner becomes Bankrupt, then operations of the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters PartnerCompany.
(e) Nothing herein The provisions of this Section 7.3 shall be construed as a waiver by survive the Limited Partner termination of the Company or the termination of any Shareholder’s interest in the Company and shall remain binding on the Shareholders for as long a period of its rights under Chapter 631 time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the Federal income taxation of the Code. The General Partner shall not enter into any settlement agreement purporting to bind Company or the Limited Partner without the Limited Partner's consentShareholders.
Appears in 1 contract
Samples: Joint Venture Agreement (Amf Bowling Worldwide Inc)
Tax Matters Partner. All the Partners (a) D&E is hereby agree that the General Partner shall be designated as the "Tax Matters Partner" pursuant of the Venture for Federal income tax purposes. The Tax Matters Partner shall have and perform all of the duties required under the Code, including the following duties: (i) furnish the name, address, current Percentage Interest in the Venture, and taxpayer identification number of each Partner to the Code IRS; and in connection with (ii) within 15 calendar days after the receipt of any review correspondence or examination of communication relating to the federal income tax returns of Venture or a Partner from the Partnership. At the time of a review, examination, or otherwiseIRS, the Tax Matters Partner shall inform the IRS that forward to each Partner a copy photocopy of all such correspondence shall be provided to or communication(s). The Tax Matters Partner shall, within 15 calendar days thereafter, advise each Partner in writing of the Limited Partnersubstance and form of any conversation or communication held with any representative of the IRS.
(ab) The Tax Matters Partner shall furnish not without the prior written consent of the other Partners: (i) extend the statute of limitations for assessing or cause to be furnished to each Partner notice and information computing any tax liability against the Venture (or the amount or character of any Venture tax items); (ii) settle any audit with the IRS concerning the adjustment or readjustment of any Venture tax item(s); (iii) file a request for an administrative adjustment with the IRS at any time or file a petition for judicial review with respect to any IRS adjustment; (iv) initiate or settle any judicial review or action concerning the following: closing conference with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place amount or character of any appeals conferenceVenture tax item(s); acceptance or (v) take any other action not expressly permitted by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; filing of a request for administrative adjustment this Section on behalf of the Partnership; filing by Ventures or the Tax Matters Partner or any other Partner of any petition for judicial review; filing of any appeal Venture in connection with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income or judicial tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtproceeding.
(c) In discharging its duties The Venture shall indemnify and responsibilities, reimburse the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concernedfor all expenses, including legal and (2) to all of the Partners in other respects.
(d) The Partners consent accounting fees, claims, liabilities, losses and agree that damages incurred in connection with any audit, review, examination, administrative or otherwise judicial proceeding with respect to the tax liability of the PartnershipPartners, or if provided, however, that the Tax Matters Partner withdraws from the Partnership will not be entitled to indemnification if its conduct otherwise giving rise to a right of indemnification constituted fraud, gross negligence, willful misconduct or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partnerbreach of fiduciary duty. The Limited Partner will make no claim against the Partnership in respect payment of any action or omission by the Tax Matters Partner during all such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein expenses shall be construed as a waiver by made before any distributions are made of Distributable Cash. If the Limited Partner of any of its rights under Chapter 631 assets of the Code. The General Partner Venture are insufficient to reimburse such expenses, claims, liabilities, losses and damages, the other Partners shall not enter into any settlement agreement purporting be obligated to bind contribute to the Limited Partner without shortfall pro rata in accordance with their Percentage Interest in the Limited Partner's consentVenture.
Appears in 1 contract
Samples: Limited Partnership Agreement (D&e Communications Inc)
Tax Matters Partner. All the Partners hereby agree that the The General Partner shall is hereby designated to be the "tax matters partner" of the Partnership pursuant to Code Section 6231(a)(7). The Tax Matters Partner" pursuant , as provided in Code Sections 6221-6233 shall be empowered to deal with the Internal Revenue Service and with state tax administrative agencies with respect to administrative and judicial proceedings and settlement of disputes arising from the preparation and filing of United States and state Partnership returns. However, in all such dealings the Tax Matters Partner shall consult with all Partners before agreeing to any adjustments to Partnership taxable income or other items that might increase the tax liability of the other Partners. Agreement of Limited Partnership of Humpxxxx-Xxxx, X.X. 15 20 Furthermore, all decisions to seek or not to seek technical advice with respect to such adjustments or to appeal such adjustments administratively, whether or not the matter requiring such decision was initiated at the suggestion of the Tax Matters Partner or by another Partner, shall be made only after the Tax Matters Partner has consulted with all Partners The Tax Matters Partner shall take all necessary action to ensure that all other Partners are given proper and timely notice of the initiation of an administrative proceeding with respect to returns filed for the Partnership and shall perform promptly and properly all other duties required of the Tax Matters Partner under the Code and in connection with any review or examination the Treasury Regulations thereunder. In the event the Internal Revenue Service issues a Notice of Final Partnership Administrative Adjustment ("Notice") and the federal income tax returns Tax Matters Partner, within the ninety (90)-day period during which a petition for readjustment of the Partnership. At the time of a reviewpartnership items may be filed, examination, or otherwisedecides not to contest such Notice, the Tax Matters Partner shall inform promptly notify all other Partners of its decision concerning such Notice. In the IRS that a copy event the Tax Matters Partner decides to contest such Notice, before formally instituting an action to contest such Notice, the Tax Matters Partner shall consult all Partners as to (i) the issues to be raised in the petition for readjustment of all correspondence shall Partnership items, (ii) the forum in which such Notice will be provided contested, and (iii) other matters relating to the Limited Partner.
(a) conduct of such proceeding. The Tax Matters Partner shall furnish keep the other Partners apprised of the progress of any United States or cause to be furnished to each Partner notice state income tax administrative or judicial proceedings arising from the preparation and information filing of returns for the Partnership. The Tax Matters Partner, before initiating any action with respect to any of the following: closing conference , shall consult with an examining agent; proposed adjustments, rights of appeal, and requirements for filing a protest; time and place of all Partners:
(a) Agreeing to any appeals conference; acceptance by the Internal Revenue Service of any settlement offer; consent to the extension of the period of limitation with respect to all Partners; for assessment of income tax arising from the filing of Partnership returns;
(b) Submitting any existing documents to the Internal Revenue Service or any state tax administrative agency as a request result of requests for information;
(c) Submitting any written statement of position to the Internal Revenue Service or to any state tax administrative adjustment on behalf agency regarding issues raised as a result of the Partnershipexamination of any Partnership return prepared and filed;
(d) Filing a Request for Administrative Adjustment;
(e) Initiating any appeal from a judicial proceeding relating to any Notice or Request for Administrative Adjustment pertaining to Partnership returns; filing by or
(f) Retaining counsel or any other party, including expert witnesses, to represent, assist or advise the Tax Matters Partner with regard to United States or any other Partner of any petition for judicial review; filing of any appeal with respect to any judicial determination; and a final judicial redetermination.
(b) If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal state income tax matters, then the Tax Matters Partner shall obtain the Consent of the Special Limited Partner to litigate such matter in such courtmatters arising from Partnership returns.
(c) In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (1) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (2) to all of the Partners in other respects.
(d) The Partners consent and agree that in connection with any audit, review, examination, or otherwise of the Partnership, or if the Tax Matters Partner withdraws from the Partnership or the Tax Matters Partner becomes Bankrupt, then the Special Limited Partner may become, in its sole discretion, a special general partner, and become the Tax Matters Partner. The Limited Partner will make no claim against the Partnership in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner acts as the Tax Matters Partner.
(e) Nothing herein shall be construed as a waiver by the Limited Partner of any of its rights under Chapter 631 of the Code. The General Partner shall not enter into any settlement agreement purporting to bind the Limited Partner without the Limited Partner's consent.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Exco Resources Inc)
