Common use of Tax Matters Partners Clause in Contracts

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. All the Partners hereby agree that the Special Limited Managing 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; provided, however, that if the Special Limited Managing General Partner shall withdraw from the Partnership or become Bankrupt, the General Special Limited 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. All the Partners hereby agree that the Special Limited Partner Xxxxxxx X. Xxxxx 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 Xxxxxxx X. Xxxxx shall withdraw from the Partnership or become Bankrupt, the General Special Limited 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. 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.. E:\WNC\Mansur3.doc

Tax Matters Partners. All the Partners hereby agree that the Special Limited Partner Xxxxxxx Xxxxx 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. 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. All the Partners hereby agree that the Special Limited 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; provided, however, that if the Special Limited General Partner shall withdraw from the Partnership or become Bankrupt, the General Special Limited 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. 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 or the General Partner 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. All the Partners hereby agree that the Special Limited 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; provided, however, that if the Special Limited General Partner shall withdraw from the Partnership or become Bankrupt, the General Class A Special Limited Partner shall thereafter be the "Tax Matters Partner". The Class A Special Limited Partner may not take any actions as Tax Matters Partner which will result in any liability to the General Partner, including but not limited to liability for Partnership expenses, without the prior written consent of the General 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 Class A Special Limited Partner acts as the Tax Matters Partner.

Tax Matters Partners. All the Partners Members hereby agree that the Special Limited Partner Member shall be the "Tax Matters Partner" pursuant to the Code and in connection with any audit of the federal income tax returns of the PartnershipCompany; provided, however, that if the Special Limited Partner Member shall withdraw from the Partnership Company or become Bankrupt, the General Partner Managing Member 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 Investor Member (to the exclusion of the other PartnersMembers) insofar as tax matters related to the Tax Credits are concerned, and (ii) to all of the Partners Members in other respects. The Limited Partner Investor Member will make no claim against the Partnership Company in respect of any action or omission by the Tax Matters Partner during such time as the Special Limited Partner Member acts as the Tax Matters Partner.

Tax Matters Partners. All the Partners hereby agree that the Special Limited 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; provided, however, that if the Special Limited General Partner shall withdraw from the Partnership or become Bankrupt, the General Partner SLP Class A 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 SLP Class A acts as the Tax Matters Partner.