Common use of Tax Representative Clause in Contracts

Tax Representative. (a) LMP Member shall be the “tax matters partner” of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior to the amendments by the Bipartisan Budget Act of 2015, P.L. 114-74 (the “Budget Act”), and the Company’s “partnership representative” under Code Section 6223(a), as amended by the Budget Act and any subsequent amendments. If the Tax Matters Representative can no longer serve in that capacity, the Board shall designate another Tax Matters Representative who qualifies to serve in that capacity under the Code. The Tax Matters Representative shall have all of the powers and authority of a “tax matters partner” or “partnership representative,” as applicable, under the Code (as in effect at the relevant time), and shall have similar powers with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at the Company’s expense, in connection with all administrative or judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return and may expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, local or foreign taxing authority regarding any Company tax return, including a summary of the provisions thereof. Notwithstanding anything herein to the contrary, the Board may require a payment to the Company by each Person who was a Member during the taxable year of the Company that is being audited (or any subsequent taxable year that is affected), for such Person’s allocable share (as determined by the Board) of the Company’s costs and expenses in connection with such audit, and any tax, interest, additions to tax and penalties required to be paid by the Company, even if such Person’s Interest has changed or such Person is no longer a Member. The Company shall specially allocate to each Person who was a Member during the taxable year being audited (or a subsequent taxable year that is affected) his allocable share of such costs, expenses, tax, interest, additions to tax and penalties (as determined by the Board). Each Member agrees that such Member is bound by any action taken by the Tax Matter Representative, and shall not take any position inconsistent therewith for income tax purposes. AAG HOLDING CO3, LLC Limited Liability Company Operating Agreement

Tax Representative. (a) LMP Member shall be the “tax matters partner” of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior to the amendments by the Bipartisan Budget Act of 2015, P.L. 114-74 (the “Budget Act”), and the Company’s “partnership representative” under Code Section 6223(a), as amended by the Budget Act and any subsequent amendments. If the Tax Matters Representative can no longer serve in that capacity, the Board shall designate another Tax Matters Representative who qualifies to serve in that capacity under the Code. The Tax Matters Representative shall have all of the powers and authority of a “tax matters partner” or “partnership representative,” as applicable, under the Code (as in effect at the relevant time), and shall have similar powers with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at the Company’s expense, in connection with all administrative or judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return and may expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, local or foreign taxing authority regarding any Company tax return, including a summary of the provisions thereof. Notwithstanding anything herein to the contrary, the Board may require a payment to the Company by each Person who was a Member during the taxable year of the Company that is being audited (or any subsequent taxable year that is affected), for such Person’s allocable share (as determined by the Board) of the Company’s costs and expenses in connection with such audit, and any tax, interest, additions to tax and penalties required to be paid by the Company, even if such Person’s Interest has changed or such Person is no longer a Member. The Company shall specially allocate to each Person who was a Member during the taxable year being audited (or a subsequent taxable year that is affected) his allocable share of such costs, expenses, tax, interest, additions to tax and penalties (as determined by the Board). Each Member agrees that such Member is bound by any action taken by the Tax Matter Representative, and shall not take any position inconsistent therewith for income tax purposes. AAG HOLDING CO3CO1, LLC Limited Liability Company Operating Agreement

Tax Representative. (a) LMP Member shall be the “tax matters partner” of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior to the amendments by the Bipartisan Budget Act of 2015, P.L. 114-74 (the “Budget Act”), and the Company’s “partnership representative” under Code Section 6223(a), as amended by the Budget Act and any subsequent amendments. If the Tax Matters Representative can no longer serve in that capacity, the Board shall designate another Tax Matters Representative who qualifies to serve in that capacity under the Code. The Tax Matters Representative shall have all of the powers and authority of a “tax matters partner” or “partnership representative,” as applicable, under the Code (as in effect at the relevant time), and shall have similar powers with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at the Company’s expense, in connection with all administrative or judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return and may expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, local or foreign taxing authority regarding any Company tax return, including a summary of the provisions thereof. Notwithstanding anything herein to the contrary, the Board may require a payment to the Company by each Person who was a Member during the taxable year of the Company that is being audited (or any subsequent taxable year that is affected), for such Person’s allocable share (as determined by the Board) of the Company’s costs and expenses in connection with such audit, and any tax, interest, additions to tax and penalties required to be paid by the Company, even if such Person’s Interest has changed or such Person is no longer a Member. The Company shall specially allocate to each Person who was a Member during the taxable year being audited (or a subsequent taxable year that is affected) his allocable share of such costs, expenses, tax, interest, additions to tax and penalties (as determined by the Board). Each Member agrees that such Member is bound by any action taken by the Tax Matter Representative, and shall not take any position inconsistent therewith for income tax purposes. AAG HOLDING CO3CO4, LLC Limited Liability Company Operating Agreement

Tax Representative. (a) LMP Member shall be the “tax matters partner” of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior to the amendments by the Bipartisan Budget Act of 2015, P.L. 114-74 (the “Budget Act”), and the Company’s “partnership representative” under Code Section 6223(a), as amended by the Budget Act and any subsequent amendments. If the Tax Matters Representative can no longer serve in that capacity, the Board shall designate another Tax Matters Representative who qualifies to serve in that capacity under the Code. The Tax Matters Representative shall have all of the powers and authority of a “tax matters partner” or “partnership representative,” as applicable, under the Code (as in effect at the relevant time), and shall have similar powers with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at the Company’s expense, in connection with all administrative or judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return and may expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, local or foreign taxing authority regarding any Company tax return, including a summary of the provisions thereof. Notwithstanding anything herein to the contrary, the Board may require a payment to the Company by each Person who was a Member during the taxable year of the Company that is being audited (or any subsequent taxable year that is affected), for such Person’s allocable share (as determined by the Board) of the Company’s costs and expenses in connection with such audit, and any tax, interest, additions to tax and penalties required to be paid by the Company, even if such Person’s Interest has changed or such Person is no longer a Member. The Company shall specially allocate to each Person who was a Member during the taxable year being audited (or a subsequent taxable year that is affected) his allocable share of such costs, expenses, tax, interest, additions to tax and penalties (as determined by the Board). Each Member agrees that such Member is bound by any action taken by the Tax Matter Representative, and shall not take any position inconsistent therewith for income tax purposes. AAG HOLDING CO3CO2, LLC Limited Liability Company Operating Agreement