Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the Partnership. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. Following the effective date of the Bipartisan Budget Act of 2015, P.L. 114-74 (“BBA”), the General Partner shall be the “partner representative” as defined in Code Section 6223 as in effect following amendment by the BBA. If eligible to do so, the General Partner may cause the Company to make an election under Code Section 6221(b) (as added by the BBA) to not apply the provisions of Subchapter C of Chapter 63 of the Code (as amended by the BBA) to the Company for taxable years beginning on or after January 1, 2018. If the Internal Revenue Service (“IRS”) makes an adjustment to the Company’s income, losses, deductions or credits or the Company makes any such adjustment for a year for which a federal income tax return had been previously filed, the adjustment, to the maximum extent permitted by law, shall be allocated, on the books and records of the Company, to the Partners (including former Partners whose interest have not been fully liquidated) in accordance with their respective interests (including the interests of their respective predecessors) in the Partnership for the year to which the adjustment related and, if the Partnership pays the tax liability associated with the adjustment, such payment shall be allocated, to the maximum extent permitted by law, to such Partners in accordance with the way that the corresponding income or reduction in tax credits was alloca...
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015). As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out- of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited - 57 - 62 Partners, within such period, that describes the General Partner's reasons for determining not to file such a petition.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code and, in each case, any similar provisions under any state, local or foreign tax law. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized or required by the Code to be taken by the Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative, shall constitute Partnership expenses.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. The General Partner shall be the “partnership representative” for purposes of Section 6223 and 6231 of the Code, and shall, at the Partnership’s expense, cause to be prepared and timely filed after the end of each taxable year of the Partnership all federal and state income tax returns required of the Partnership for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the General Partner shall also serve in such capacity. The Partnership shall make such elections pursuant to the provisions of the Code as the General Partner, in its sole discretion, deems appropriate (including, in the General Partner’s sole discretion, an election under Section 754 of the Code or an election to have the Partnership treated as an “electing investment partnership” for purposes of Section 743 of the Code).
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015). As Tax Matters Partner or Partnership Representative, as applicable, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. 41 10.06 Reports to Limited Partners. 42 ARTICLE XI AMENDMENT OF AGREEMENT; MERGER 42 ARTICLE XII GENERAL PROVISIONS 43 12.01 Notices. 43 12.02 Survival of Rights. 43 12.03 Additional Documents. 43 12.04 Severability. 43 12.05 Entire Agreement. 43 12.06 Pronouns and Plurals. 43 12.07 Headings. 43 12.08 Counterparts. 43
Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a)THE GENERAL PARTNER SHALL BE THE TAX MATTERS PARTNER OF THE PARTNERSHIP WITHIN THE MEANING OF SECTION 6231(a)(7) OF THE CODE. AS TAX MATTERS PARTNER, THE GENERAL PARTNER SHALL HAVE THE RIGHT AND OBLIGATION TO TAKE ALL ACTIONS AUTHORIZED AND REQUIRED, RESPECTIVELY, BY THE CODE FOR THE TAX MATTERS PARTNER. THE GENERAL PARTNER SHALL HAVE THE RIGHT TO RETAIN PROFESSIONAL ASSISTANCE IN RESPECT OF ANY AUDIT OF THE PARTNERSHIP BY THE SERVICE AND ALL OUT-OF-POCKET EXPENSES AND FEES INCURRED BY THE GENERAL PARTNER ON BEHALF OF THE PARTNERSHIP AS TAX MATTERS PARTNER SHALL CONSTITUTE PARTNERSHIP EXPENSES. IN THE EVENT THE GENERAL PARTNER RECEIVES NOTICE OF A FINAL PARTNERSHIP ADJUSTMENT UNDER SECTION 6223(a)(2) OF THE CODE, THE GENERAL PARTNER SHALL EITHER (i) FILE A COURT PETITION FOR JUDICIAL REVIEW OF SUCH FINAL ADJUSTMENT WITHIN THE PERIOD PROVIDED UNDER SECTION 6226(a) OF THE CODE, A COPY OF WHICH PETITION SHALL BE MAILED TO ALL LIMITED PARTNERS ON THE DATE SUCH PETITION IS FILED, OR (ii) MAIL A WRITTEN NOTICE TO ALL LIMITED PARTNERS, WITHIN SUCH PERIOD, THAT DESCRIBES THE GENERAL PARTNER'S REASONS FOR DETERMINING NOT TO FILE SUCH A PETITION.
Tax Matters Partner; Tax Elections; Special Basis Adjustments. Article 10, Section 10.05 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 10.05 is inserted in its place:
