Common use of Tax Matters Representative Clause in Contracts

Tax Matters Representative. (a) The "tax matters partner" of the Company for purposes of Section 6231(a)(7) of the Code shall be MWE Liberty, so long as MWE Liberty or one of its Affiliates is a Member, and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall be referred to herein as the "Tax Matters Member." (b) The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company's tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a "notice partner" within the meaning of Section 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approval, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (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 Members, or (iv) file a petition pursuant to Code Section 6226(a) or 6228. If an audit of any of the Company's tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company's tax returns without the prior written consent of each such affected Member. (c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company 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 Company, without first notifying other Members.

Tax Matters Representative. (a) The "“tax matters partner" ” of the Company for purposes of Section 6231(a)(7) of the Code shall be MWE LibertyOperating Company, so long as MWE Liberty Operating Company or one of its Affiliates is a Member, and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall be referred to herein as the "“Tax Matters Member."” (b) The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company's ’s tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a "“notice partner" ” within the meaning of Section 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approval, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Code Section 6226(b)(56226(b)(6), (iii) enter into an agreement extending the period of limitations for making assessments on behalf of Members, or (iv) file a petition pursuant to Code Section 6226(a) or 6228. If an audit of any of the Company's ’s tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company's ’s tax returns without the prior written consent of each such affected Member. (c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year, or a petition under Code Sections 6226 or 6228 or other Code sections Sections with respect to any item involving the Company, without first notifying other Members.

Tax Matters Representative. (a) The "“tax matters partner" ” of the Company for purposes of Section 6231(a)(7) of the Code shall be MWE Liberty, so long as MWE Liberty or one of its Affiliates is a Member, and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall be referred to herein as the "“Tax Matters Member."” (b) The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company's ’s tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a "“notice partner" ” within the meaning of Section 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approval, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (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 Members, or (iv) file a petition pursuant to Code Section 6226(a) or 6228. If an audit of any of the Company's ’s tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company's ’s tax returns without the prior written consent of each such affected Member. (c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company 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 Company, without first notifying other Members.

Tax Matters Representative. (a) The "To the extent relevant for U.S. federal or state income tax purposes, the “tax matters partner" ” of the Company for purposes of Section 6231(a)(7) of the Code shall will be MWE LibertyRice, so long as MWE Liberty Rice or one of its Affiliates that is a wholly owned entity and disregarded for U.S. federal income tax purposes is a Member, and shall will have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall will be referred to herein as the "“Tax Matters Member."” (b) The To the extent relevant for U.S. federal or state income tax purposes, the Tax Matters Member shall will keep the Members informed as to the status of any audit of the Company's ’s tax affairs, and shall will take such action as may be necessary to cause any Member so requesting to become a "“notice partner" ” within the meaning of Section 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approvalapproval, the Tax Matters Member shall will not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (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 Members, or (iv) file a petition pursuant to Code Section 6226(a) or 6228. If an audit of any of the Company's ’s tax returns shall will occur, the Tax Matters Member shall will not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company's ’s tax returns without the prior written consent of each such affected Member. (c) No To the extent relevant for U.S. federal or state income tax purposes, no Member shall will file a request pursuant to Code Section 6227 for an administrative adjustment of Company 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 Company, without first notifying other Members.

Tax Matters Representative. (a) The "tax matters partner" of the Company for purposes of Section 6231(a)(7) of the Code shall be MWE LibertyOperating Company, so long as MWE Liberty Operating Company or one of its Affiliates is a Member, and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall be referred to herein as the "Tax Matters Member." (b) The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company's tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a "notice partner" within the meaning of Section 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approval, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Code Section 6226(b)(56226(b)(6), (iii) enter into an agreement extending the period of limitations for making assessments on behalf of Members, or (iv) file a petition pursuant to Code Section 6226(a) or 6228. If an audit of any of the Company's tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company's tax returns without the prior written consent of each such affected Member. (c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company 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 Company, without first notifying other Members.