Common use of Tax Representative Clause in Contracts

Tax Representative. The General Partner is specifically authorized to act as (1) for taxable years beginning before January 1, 2018, the Tax Matters Partner and, (2) for taxable years beginning after December 31, 2017, the Partnership Representative (in either such capacity, the “Tax Representative”). The Tax Representative shall have the authority without any further consent of Limited Partners or Assignees (or Beneficial Owners) being required to exercise all rights and responsibilities conferred under Sections 6221-6234 of the Code to a Tax Matters Partner or a Partnership Representative (as applicable), including, without limitation: (i) handling all audits and other administrative proceedings conducted by the IRS with respect to the Partnership; (ii) extending the statute of limitations with respect to the Partnership’s partnership tax returns; (iii) entering into a settlement with the IRS with respect to the Partnership’s partnership items; (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment; and (v) for taxable years beginning after December 31, 2017, making the “push-out” election under Code Section 6226 to cause any adjustments to be taken into account at the partner level. By its acceptance of a Limited Partnership interest (or a beneficial interest therein), a Limited Partner or Assignee (or Beneficial Owner) agrees to the designation of the General Partner as the Partnership’s Tax Matters Partner or the Partnership Representative (as appropriate). Each Limited Partner or Assignee (or Beneficial Owner) agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. The Tax Representative shall be authorized to hire counsel or other competent professionals to assist in the conduct of any audit or legal proceeding. Any expenses incurred by the Tax Representative in the conduct of its duties shall be Partnership expenses.