Common use of Appointment; Resignation Clause in Contracts

Appointment; Resignation. The Members hereby appoint the Managing Member as the "partnership representative" as provided in Code Section 6223(a) (the "Tax Matters Representative"). The Members hereby appoint ____________________[PERSON ACTING AS DESIGNATED INDIVIDUAL] as the sole person authorized to act on behalf of the Tax Matters Representative in US federal tax audits and proceedings (the "Designated Individual"). The Designated Individual may resign at any time. The Designated Individual may be removed at any time by the Tax Matters Representative. The Tax Matters Representative shall resign if it is no longer a Member, and the Designated Individual shall resign if it is no longer a[n] ____________________[EMPLOYEE/OFFICER/OTHER STATUS] of [ENTITY]. In the event of the resignation of the Tax Matters Representative, the Non-Managing Member shall select a replacement. In the event of the resignation or removal of the Designated Individual, the Tax Matters Representative shall select a replacement.

Appointment; Resignation. The Members Partners hereby appoint the Managing Member General Partner as the "“partnership representative" ” as provided in Code Section 6223(a) (the "“Tax Matters Representative"”). The Members hereby appoint ____________________[PERSON ACTING AS DESIGNATED INDIVIDUAL] Tax Matters Representative shall designate an individual satisfying the requirements of Treasury Regulations Section 301.6223-1(b)(3) to act as the sole person authorized to act on behalf of represent the Tax Matters Representative in US any U.S. federal tax audits and or proceedings under Subchapter C of Chapter 63 of the Code (the "“Designated Individual"”). Any person that the Tax Matters Representative designates as the Designated Individual shall be treated as, and subject to the requirements and obligations of, the Tax Matters Representative for purposes of this Section 9.4. The Designated Individual may resign at any time. The Designated Individual may can be removed at any time by the Tax Matters Representative. The Tax Matters Representative shall resign if it is no longer a MemberPartner, and the Designated Individual shall resign if it is no longer a[n] ____________________[EMPLOYEE/OFFICER/OTHER STATUS] of [ENTITY]. In the event an officer of the resignation of the Tax Matters Representative, the Non-Managing Member shall select a replacementGeneral Partner. In the event of the resignation or removal of the Designated Individual, the Tax Matters Representative a majority-in-interest of the other Partners shall select a replacementreplacement Tax matters Representative.

Appointment; Resignation. The Members hereby appoint the Managing Member as the "partnership representative" as provided in Code Section 6223(a) (the "Tax Matters Representative"). The Members hereby appoint ____________________[PERSON ACTING AS DESIGNATED INDIVIDUAL] as the sole person authorized to act on behalf of the Tax Matters Representative in US federal tax audits and proceedings (the "Designated Individual"). The Designated Individual may resign at any time. The Designated Individual may be removed at any time by the Tax Matters Representative. The Tax Matters Representative shall resign if it is no longer a Member, and the Designated Individual shall resign if it is no longer a[n] ____________________[EMPLOYEE/OFFICER/OTHER STATUS] of [ENTITY]. In the event of the resignation of the Tax Matters Representative, the Non-Managing Member shall select a replacement. In the event of the resignation or removal of the Designated Individual, the Tax Matters Representative shall select a replacement.