Common use of Designation of Tax Matters Partner Clause in Contracts

Designation of Tax Matters Partner. The DSC Member is hereby designated as the "Tax Matters Partner", under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, deems necessary or desirable to perfect such designation, including, subject to Section 6.3 hereof, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Member is a "notice partner" as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Members advised of all material developments with respect to any proposed adjustments which come to its attention. Any Member has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall, upon submission of an adequate accounting, be deemed expenses of the Company. Each Member, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Member in connection with such participation. Further, the cost of any adjustments to a Member and the cost of any resulting audits or adjustments of such Member's tax return, shall be borne solely by the affected Member. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without a Board Determination. This Section 6.4 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Member under Sections 6222 through 6232 of the Code.

Designation of Tax Matters Partner. The DSC Member Smithfield is hereby designated as the "“Tax Matters Partner", ” under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, deems necessary or desirable to perfect such designation, including, subject to Section 6.3 hereof, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Member Stockholder is a "“notice partner" ” as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Members Stockholders a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Members Stockholders advised of all material developments with respect to any proposed adjustments which come to its attention. Any Member Stockholder has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall, upon submission of an adequate accounting, shall be deemed expenses of the Company. Each MemberStockholder, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Member Stockholder in connection with such participation. Further, the cost of any adjustments to a Member Stockholder and the cost of any resulting audits or adjustments of such Member's Stockholder’s tax return, shall be borne solely by the affected MemberStockholder. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without a the approval of the Board Determinationof Directors. This Section 6.4 9.2 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Member Stockholder under Sections 6222 through 6232 of the Code. The Company will timely elect to be classified as a partnership for United States federal income tax purposes effective on the Closing Date.

Designation of Tax Matters Partner. The DSC AIL Member is hereby designated as the "Tax Matters Partner", under Section 6231(a)(7) of the Code, with respect to the Company. The Tax Matters Partner is specifically directed and authorized to take whatever steps the Tax Matters Partner, in its sole discretion, deems necessary or desirable to perfect such designation, including, subject to Section 6.3 hereof, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Member is a "notice partner" as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each of the Members advised of all material developments with respect to any proposed adjustments which come to its attention. Any Member has the right to participate in administrative or judicial proceedings relating to the determination of Company items at the Company level. Expenses of such administrative or judicial proceedings undertaken by the Tax Matters Partner shall, upon submission of an adequate accounting, be deemed expenses of the Company. Each Member, other than the Tax Matters Partner, who elects to participate in such proceedings shall be responsible for any expenses incurred by such Member in connection with such participation. Further, the cost of any adjustments to a Member and the cost of any resulting audits or adjustments of such Member's tax return, shall be borne solely by the affected Member. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the Internal Revenue Service or other tax authority, in each case, without a Board Determination. This Section 6.4 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Member under Sections 6222 through 6232 of the Code.

Designation of Tax Matters Partner. The DSC Member Manager1 is hereby designated the “tax matters partner” as the "Tax Matters Partner", under defined in Section 6231(a)(7) of the CodeCode as in effect on the date hereof, with respect and the “partnership representative” of the Company for any tax period subject to the CompanyRevised Partnership Audit Procedures, as defined below (the tax matters partner and the partnership representative hereinafter referred to as the “Tax Matters Partner”) and shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms following approval of the Management Committee pursuant to Section 7.2(c) of the Agreement (subject to Section 2.2 of the Exhibit C below). Not less than forty-five (45) days prior to the date on which any such tax return is due to be filed (including extensions), the Tax Matters Partner shall deliver to each Member copies of such proposed tax return for such Member’s review, comment, and agreement. Each Member shall provide the Tax Matters Partner with comments within fifteen (15) days after such Member’s receipt of such tax return. The Tax Matters Partner is specifically directed and authorized the other Members shall work together in good faith to take whatever steps resolve any disagreements with respect to such tax return (including requesting an extension of the due date for filing any such tax return from an applicable governmental agency and filing forms in connection with such request). If the Members cannot reach agreement within fifteen (15) days after the Tax Matters Partner’s receipt of a notice of such determination from a Member, in its sole discretion, deems necessary or desirable the dispute shall be submitted for resolution to perfect such designation, including, subject to Section 6.3 hereof, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under regulations of the United States Department of the Treasury. The Tax Matters Partner shall at all times assure that each Member is a "notice partner" as defined in Section 6231(a)(8) of the Code with respect to the Company. The Tax Matters Partner shall promptly deliver to each of the other Members a copy of all notices, communications, reports and writings received from the Internal Revenue Service or other tax authority relating to or potentially resulting in an adjustment of Company items and keep each nationally recognized accounting firm selected by mutual agreement of the Members advised or such other persons as the Members may mutually agree (the “Arbitrating Accountants”), the fees and expenses of which will be allocated between the Members in the same proportion that the aggregate amount of the disputed items submitted to the Arbitrating Accountants that is unsuccessfully disputed by each Members (as finally determined by such Arbitrating Accountants) bears to the total amount of all material developments with respect to any proposed adjustments which come to its attentionthe disputed items so submitted. Any Member has The Arbitrating Accountants shall render a decision on the right to participate in administrative or judicial proceedings relating matter no later than five (5) days prior to the determination of Company items at date on which the Company levelrelevant tax return is due to be filed (including extensions). Expenses of such administrative or judicial proceedings undertaken Each Member shall be bound by the Tax Matters Partner shall, upon submission of an adequate accounting, be deemed expenses determinations of the CompanyArbitrating Accountants. Each Member, other than the Tax Matters Partner, who elects ___________________________ 1 Note that to participate in such proceedings shall be responsible for any expenses incurred by such Member in connection with such participation. Furtherdesignated as Partnership Representative, the cost of any adjustments Manager needs to have a Member and the cost of any resulting audits or adjustments of such Member's tax return, shall be borne solely by the affected Member. Notwithstanding the foregoing, the Tax Matters Partner may not settle any administrative or judicial proceeding or enter into any agreement substantial US presence (including extending the period of limitations) meaning available to meet with the Internal Revenue Service or other IRS, have a US street address and phone number and a US tax authority, in each case, without a Board Determination. This Section 6.4 is not intended to authorize the Tax Matters Partner to exercise or limit any right that is exercisable by any other Member under Sections 6222 through 6232 of the CodeID).