Common use of Tax Representative Clause in Contracts

Tax Representative. The Board shall designate, from time to time, a Person who is a Class A Member to serve as “partnership representative” in accordance with Section 6223(a) of the Code to perform all duties imposed by Sections 6221 et seq. of the Code on the partnership representative (the “Tax Representative”). Only Class A Members are eligible to serve as a Tax Representative. The Company shall indemnify, to the full extent permitted by law, the Tax Representative from and against any damages and losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by in carrying out his responsibilities as partnership representative, provided such action taken or omitted to be taken does not constitute fraud, gross negligence or willful misconduct.