Common use of Tax Representative Clause in Contracts

Tax Representative. Beginning with the first year in which the new partnership audit rules enacted by the Bipartisan Budget Act of 2015 become effective: (a) the Condor Member shall be designated as the “Partnership Representative” (as defined in Internal Revenue Code Section 6223(a)); and (b) the Partnership Representative: (i) pursuant to Internal Revenue Code Section 6221(b), shall cause the LLC to elect-out annually from the default audit procedures in Internal Revenue Code Section 6221(a), or (ii) if (and only if) such election-out is not available for any particular year, shall cause the LLC to make the election under Internal Revenue Code Section 6226(a) to apply the alternative procedures to pass through payment of any underpayments to the applicable Members for that year. Each Member shall indemnify, defend and hold harmless the LLC from and against any liability respecting such Member’s share of any income tax deficiency paid or payable by the LLC (for the avoidance of doubt, including any applicable interest and penalties) that is allocable to the Member respecting an audited or reviewed taxable year for which such Member was a Member in the LLC. The obligations set forth in this Section shall survive such Member’s ceasing to be a Member in the LLC for any reason and/or the termination, dissolution, liquidation or winding up of the LLC. The LLC, Members and Partnership Representative shall take any and all actions as shall be necessary or appropriate to effectuate and comply with the elections and provisions described in this Section. The Partnership Representative will not take any actions with respect to any tax audit or proceeding concerning the LLC without the approval of all of the Members, which shall not be unreasonably withheld, denied, conditioned, or delayed.

Tax Representative. Beginning with the first year in which the new partnership audit rules enacted by the Bipartisan Budget Act of 2015 become effective: (a) the Condor Member shall be designated as the “"Partnership Representative” " (as defined in Internal Revenue Code Section 6223(a)); and (b) the Partnership Representative: (i) pursuant to Internal Revenue Code Section 6221(b), shall cause the LLC to elect-out annually from the default audit procedures in Internal Revenue Code Section 6221(a), or (ii) if (and only if) such election-out is not available for any particular year, shall cause the LLC to make the election under Internal Revenue Code Section 6226(a) to apply the alternative procedures to pass through payment of any underpayments to the applicable Members for that year. Each Member shall indemnify, defend and hold harmless the LLC from and against any liability respecting such Member’s share of any income tax deficiency paid or payable by the LLC (for the avoidance of doubt, including any applicable interest and penalties) that is allocable to the Member respecting an audited or reviewed taxable year for which such Member was a Member in the LLC. The obligations set forth in this Section shall survive such Member’s ceasing to be a Member in the LLC for any reason and/or the termination, dissolution, liquidation or winding up of the LLC. The LLC, Members and Partnership Representative shall take any and all actions as shall be necessary or appropriate to effectuate and comply with the elections and provisions described in this Section. The Partnership Representative will not take any actions with respect to any tax audit or proceeding concerning the LLC without the approval of all of the Members, which shall not be unreasonably withheld, denied, conditioned, or delayed.