Common use of Xxx Proceedings Clause in Contracts

Xxx Proceedings. IX.6.1. With respect to tax returns filed for the Company the partnership representative, pursuant to Section 6223 of the Code3 (as effective for such tax returns) (the “Partnership Representative”), shall be designated and, from time to time, replaced by the Board and shall serve in such capacity at the pleasure of the Board. The initial Partnership Representative shall be [NAME]. The Partnership Representative shall represent the Company and the Members, at the Company’s expense, in any administrative or judicial proceeding with the Internal Revenue Service. If an administrative proceeding results in the issuance of a final partnership administrative adjustment (“FPAA”), the Partnership Representative shall determine whether the Company shall seek judicial review of such FPAA. If the Partnership Representative determines that the Company shall not seek judicial review, he, she or it shall promptly notify all the other Members of this determination. Any amounts paid by the Partnership Representative on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Partnership Representative shall not be liable to the Company or the Members for any action he, she or it takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement or the extension of, or failure to extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct, fraud or gross negligence. For tax returns relating to taxable years of the Company beginning on or before December 31, 2017, each Member may, at its own expense, and the Board may, at the Company’s expense, participate in any proceeding relating to such tax return and otherwise pursue whatever rights it may have, to the extent permitted by the Code. XX.0.0. Xx the event that the Internal Revenue Service adjusts any item(s) of income, gain, loss, deduction or credit of the Company with respect to a taxable year beginning after the date hereof (the “Reviewed Year”) and such adjustment results in an assessment against the Company, or a Company tax refund or tax benefit, in a subsequent taxable year (the “Adjustment Year”) pursuant to Section 6225 or 6227 of the Code, then: (i) in the event of a positive adjustment, each Person who was a Member of the Company in the Reviewed Year shall make a payment to the Company in an amount equal to the portion of the assessment related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the assessment under Section 6225(c) related to such portion), and (ii) in the event of a negative adjustment, the Company shall make a payment to each person who was a Member of the Company in the Reviewed Year in an amount equal to the portion of the Member’s tax refund or tax benefit related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the tax refund or tax benefit under Sections 6227 and 6225(c) related to such portion); provided, however, that no payment is required to be made by, or to, a Person who files an amended return for the Reviewed Year with respect to such person’s distributive share of the adjustment, which amended return satisfies the requirements of Section 6225(c)(2)(A) and is taken into account in determining the amount of the Company assessment, or the Company tax refund or tax benefit, in accordance with Sections 6227 and 6225(c). For the avoidance of doubt, payments made to or by a Person who is a Member at the time of the payment shall be treated as made to or by a Person who is not a partner for federal income tax purposes. Any dispute regarding a Member’s distributive share or the amount of the tax liability, tax refund or tax benefit attributable thereto shall be determined by the Partnership Representative, or an independent accounting firm agreed to by the applicable Persons. Notwithstanding anything in this Agreement to the contrary, all rights and obligations of a Member under this Section 9.6(b) shall survive both the Member’s ceasing to be a member of the Company, and the dissolution of the Company.

Xxx Proceedings. IX.6.1. With respect to tax returns filed for the Company Company, the partnership representative, pursuant to Section 6223 of the Code3 Code (as effective for such tax returns) (the “Partnership Representative”), shall be designated and, from time to time, replaced by the Board and shall serve in such capacity at the pleasure of the Board. The initial Partnership Representative shall be [NAME]. The Partnership Representative shall represent the Company and the Members, at the Company’s expense, in any administrative or judicial proceeding with the Internal Revenue Service. If an administrative proceeding results in the issuance of a final partnership administrative adjustment (“FPAA”), the Partnership Representative shall determine whether the Company shall seek judicial review of such FPAA. If the Partnership Representative determines that the Company shall not seek judicial review, he, she or it shall promptly notify all the other Members of this determination. Any amounts paid by the Partnership Representative on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Partnership Representative shall not be liable to the Company or the Members for any action he, she or it takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement or the extension of, or failure to extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct, fraud or gross negligence. For tax returns relating to taxable years of the Company beginning on or before December 31, 2017, each Member may, at its own expense, and the Board may, at the Company’s expense, participate in any proceeding relating to such tax return and otherwise pursue whatever rights it may have, to the extent permitted by the Code. XX.0.0. Xx the event that the Internal Revenue Service adjusts any item(s) of income, gain, loss, deduction or credit of the Company with respect to a taxable year beginning after the date hereof December 31, 2017 (the “Reviewed Year”) and such adjustment results in an assessment against the Company, or a Company tax refund or tax benefit, in a subsequent taxable year (the “Adjustment Year”) pursuant to Section 6225 or 6227 of the Code, then: (i) in the event of a positive adjustment, each Person person who was a Member of the Company in the Reviewed Year shall make a payment to the Company in an amount equal to the portion of the assessment related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the assessment under Section 6225(c) related to such portion), and (ii) in the event of a negative adjustment, the Company shall make a payment to each person who was a Member of the Company in the Reviewed Year in an amount equal to the portion of the Member’s tax refund or tax benefit related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the tax refund or tax benefit under Sections 6227 and 6225(c) related to such portion); provided, however, that no payment is required to be made by, or to, a Person person who files an amended return for the Reviewed Year with respect to such person’s distributive share of the adjustment, which amended return satisfies the requirements of Section 6225(c)(2)(A) and is taken into account in determining the amount of the Company assessment, or the Company tax refund or tax benefit, in accordance with Sections 6227 and 6225(c). For the avoidance of doubt, payments made to or by a Person person who is a Member at the time of the payment shall be treated as made to or by a Person person who is not a partner for federal income tax purposes. Any dispute regarding a Member’s distributive share or the amount of the tax liability, tax refund or tax benefit attributable thereto shall be determined by the Partnership Representative[ ], or an such independent accounting firm agreed to by the applicable Personspersons. Notwithstanding anything in this Agreement to the contrary, all rights and obligations of a Member under this Section 9.6(b) shall survive both the Member’s ceasing to be a member of the Company, and the dissolution of the Company. IX.6.3. The provisions of this Section 9.6 and obligations of each Member under Section 9.6 shall survive after a Member ceases to be a Member for any reason including, but not limited to, transfer, assignment or other disposition of the Member’s Interest, withdrawal of the Member, dissolution of the Company or termination of this Agreement. The Company may pursue and enforce all rights and remedies it may have against each Member or former Member under this Section 9.6 including, but not limited to, bringing a lawsuit to collect repayment with interest on any amounts owed by the Member to the Company hereunder.

Xxx Proceedings. IX.6.1IX.7.1. With respect to tax returns filed for the Company Company, the partnership representative, pursuant to Section 6223 of the Code3 (as effective for such tax returns) Code (the “Partnership Representative”), shall be designated and, from time to time, replaced by the Board and shall serve in such capacity at the pleasure of the Board. The initial Partnership Representative shall be [NAME]. The Partnership Representative shall represent the Company and the Members, at the Company’s expense, in any administrative or judicial proceeding with the Internal Revenue Service. If an administrative proceeding results in the issuance of a final partnership administrative adjustment (“FPAA”), the Partnership Representative shall determine whether the Company shall seek judicial review of such FPAA. If the Partnership Representative determines that the Company shall not seek judicial review, he, she or it shall promptly notify all the other Members of this determination. Any amounts paid by the Partnership Representative on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Partnership Representative shall not be liable to the Company or the Members for any action he, she or it takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement or the extension of, or failure to extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct, fraud or gross negligence. For tax returns relating to taxable years of the Company beginning on or before December 31, 2017, each Member may, at its own expense, and the Board may, at the Company’s expense, participate in any proceeding relating to such tax return and otherwise pursue whatever rights it may have, to the extent permitted by the Code. XX.0.0. Xx the event that the Internal Revenue Service adjusts any item(s) of income, gain, loss, deduction or credit of the Company with respect to a taxable year beginning after the date hereof (the “Reviewed Year”) and such adjustment results in an assessment against the Company, or a Company tax refund or tax benefit, in a subsequent taxable year (the “Adjustment Year”) pursuant to Section 6225 or 6227 of the Code, then: (i) in the event of a positive adjustment, each Person who was a Member of the Company in the Reviewed Year shall make a payment to the Company in an amount equal to the portion of the assessment related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the assessment under Section 6225(c) related to such portion), and (ii) in the event of a negative adjustment, the Company shall make a payment to each person Person who was a Member of the Company in the Reviewed Year in an amount equal to the portion of the Member’s tax refund or tax benefit related to such Member’s distributive share of such adjustment as determined by applying the adjustment to the Reviewed Year (taking into account modifications of the tax refund or tax benefit under Sections 6227 and 6225(c) related to such portion); provided, however, that no payment is required to be made by, or to, a Person who files an amended return for the Reviewed Year with respect to such personPerson’s distributive share of the adjustment, which amended return satisfies the requirements of Section 6225(c)(2)(A) and is taken into account in determining the amount of the Company assessment, or the Company tax refund or tax benefit, in accordance with Sections 6227 and 6225(c). For the avoidance of doubt, payments made to or by a Person who is a Member at the time of the payment shall be treated as made to or by a Person who is not a partner for federal income tax purposes. Any dispute regarding a Member’s distributive share or the amount of the tax liability, tax refund or tax benefit attributable thereto shall be determined by the Partnership Representative[NAME OF ACCOUNTING FIRM], or an such independent accounting firm agreed to by the applicable Persons. Notwithstanding anything in this Agreement to the contrary, all rights and obligations of a Member under this Section 9.6(b) shall survive both the Member’s ceasing to be a member of the Company, and the dissolution of the Company. IX.7.3. The provisions of this Section 9.6 and obligations of each Member under Section 9.6 shall survive after a Member ceases to be a Member for any reason including, but not limited to, transfer, assignment or other disposition of the Member’s Interest, withdrawal of the Member, dissolution of the Company or termination of this Agreement. The Company may pursue and enforce all rights and remedies it may have against each Member or former Member under this Section 9.6 including, but not limited to, bringing a lawsuit to collect repayment with interest on any amounts owed by the Member to the Company hereunder.