Tax Matters Partners. All the Partners hereby agree that the Special Limited Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any audit of the federal income tax returns of the Partnership; provided, however, that if the Special Limited Partner shall withdraw from the Partnership or become Bankrupt, the General Partner shall thereafter be the "Tax Matters Partner". If the Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, it shall litigate such matter in such court as the Tax Matters Partner shall decide in its sole discretion. In discharging its duties and responsibilities, the Tax Matters Partner shall act as a fiduciary (i) to the Limited Partner (to the exclusion of the other Partners) insofar as tax matters related to the Tax Credits are concerned, and (ii) to all of the Partners in other respects. 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.
Tax Matters Partners. If there is more than one Member, the Manager shall designate the Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code.
Tax Matters Partners. The Managers are the “Tax Matters Partner” of the Company pursuant to Code Section 6231(a)(7).
Tax Matters Partners. The Managers shall designate one Manager to be the "tax matters partner" of the Company pursuant to Section 6231 (a) (7) of the Code. Any Manager who is designated "tax matters partner" shall take any action as may be necessary to cause each other Member to become a "notice partner" within the meaning of Section 6223 of the Code.
Tax Matters Partners. The Partners hereby appoint the Managing General Partner as the "Tax Matters Partner" for purposes of Section 6231(a)(7) of the I.R.C.
Tax Matters Partners. X. Xxxxxxxx shall be the Tax Matters Partners for the Company ("TMP"). The TMP shall employ experienced tax counsel to represent the Company in connection with any audit or investigation of the Company by the IRS, and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel shall be a Company expense and shall be paid by the Company. Such counsel shall be responsible for representing the Company; it shall be the responsibility of the Managing Member and of all Members, at their expense, to employ tax counsel to represent their respective separate interests.
B. The TMP shall keep the Members informed of all administrative and judicial proceedings, as required by Section 6623(g) of the Code, and shall furnish to each Member who so requests in writing, a copy of each notice or other communication received by the TMP from the IRS (except such notices or communications as are sent directly to such requesting Member by the IRS). All third party costs and expenses incurred by the TMP in serving as the TMP shall be Company expenses and shall be paid by the Company.
C. The TMP shall not have the authority, unless such action has been approved by the consent of all Members, to do all or any of the following:
(i) to enter into a settlement agreement with the IRS thiat purports to bind members other than the TMP,
(ii) to file a petition as contemplated in Section 6226(a) or 6228 of the Code,
(iii) to intervene in any action as contemplated in Section 6226(b) of the Code,
(iv) to file any request contemplated in Section 6226(b) of the Code, or
(v) to enter into an agreement extending the period of limitations as contemplated in section 6229(b)(1)(B) of the Code.
D. The Company shall indemnify the TMP (including the officers and directors of a corporate TMP or member of a limited liability company TMP) from and against judgments, fines, amounts paid in settlement, and expenses (including attorneys’ fees) reasonably incurred by it in any civil, criminal or investigative proceeding in which it is involved or threatened to be involved by reason of being the TMP, provided that the TMP acted in good faith, within what is reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interests of the Company or the Members. The TMP shall not be indemnified under this provision against any liability to the Company or its Members to any greate...
Tax Matters Partners. 5.2 Member, Tenure and Qualification....................... 5.2.1 Managers........................................ 5.2.2 Term............................................ 5.3.3 Qualification................................... 5.3
Tax Matters Partners. 59 AMENDED AND RESTATED OPERATING AGREEMENT OF SPRING VALLEY TERRACE APARTMENTS, L.L.C. This Amended and Restated Operating Agreement is being entered into effective as of the date written below by and between Spring Valley Terrace, Inc., an Arizona nonprofit corporation as the managing member (the "Managing Member"), WNC Housing Tax Credit Fund VI, L.P., Series 5, a California limited partnership as a member (the "Investor Member"), WNC Housing, L.P., as the special member (the "Special Member") and Human Action for Chandler, an Arizona non-profit corporation, dba Coordinated Community Services of Arizona, as the withdrawing member (the "Withdrawing Member").
Tax Matters Partners. A Class B Member shall be designated by a vote majority of the Managing Members as the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code. The Managing Member who is designated “tax matters partner” shall take any action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Section 6223 of the Code.
Tax Matters Partners. All the Partners hereby agree that the General Partner shall be the "Tax Matters Partner" pursuant to the Code and in connection with any audit of the federal income tax returns of the Partnership.
(a) The Tax Matters Partner shall furnish 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) The Tax Matters Partner shall determine to litigate any administrative determination relating to federal income tax matters, then the Tax Matters Partner shall litigate such matter in such court 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 of 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.
