Examples of Tax Matters Person in a sentence
The Members acknowledge and agree that the Tax Matters Person has discretion to minimize any obligations of the Company to pay taxes and interest in connection with any audit of the Company, including, by means of elections under Section 6226 of the Code (the “Push-Out Procedure”), the Members filing amended returns under Section 6225(c)(2)(A) of the Code, and/or complying with the requirements of the alternate procedure set forth in Section 6225(c)(2)(B) of the Code (the “Pull-In Procedure”).
The Company shall indemnify and reimburse the Tax Matters Person with respect to all expenses (including reasonable legal and accounting fees), claims, liabilities, losses, and damages incurred in connection with the exercise of the duties of the Tax Matters Person.
Each Member by the execution of this Agreement consents to such designation of the Tax Matters Person and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.
Any elections, requests, or other decisions under the Code (including without limitation any election, request, or decision pursuant to Sections 6221 through 6227 of the Code) shall be made by the Tax Matters Person; provided, however, that the Tax Matters Person shall obtain the consent of the Managers prior to making any such elections, requests, or other decisions under the Code.
The Tax Matters Person shall serve in their respective capacities until (i) removed by the Managers, (ii) his, her or its resignation, (iii) a determination by the IRS that the designation or appointment is not in effect, or (iv) his or her death (in the case of an individual) or dissolution (in the case of an Entity), with the effective date of such vacancy determined in accordance with Treas.