Tax Examinations and Audits. (i) The Partnership Representative shall promptly notify the Members if any tax return of the Company is audited or the Company is otherwise subject to any tax proceeding and shall keep the members reasonably informed as to the status of any such audit or other tax proceeding; and (ii) the Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations or audits of, or other tax proceedings with respect to, the Company’s affairs by Taxing Authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, that BCP shall be permitted to participate in any such audit or other proceeding at its own expense and the Partnership Representative shall not settle any material audit or other proceeding without the prior written consent of BCP (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Sources: Limited Liability Company Agreement (ContextLogic Inc.), Limited Liability Company Agreement (ContextLogic Inc.)
Tax Examinations and Audits. (i) The Partnership Representative shall promptly notify the Members if any tax return of the Company is audited or the Company is otherwise subject to any tax proceeding and shall keep the members reasonably informed as to the status of any such audit or other tax proceeding; and
(ii) the Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations or audits of, or other tax proceedings with respect to, the Company’s affairs by Taxing Authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, that BCP and A▇▇▇▇▇ shall be permitted to participate in any such audit or other proceeding at its own expense and the Partnership Representative shall not settle any material audit or other proceeding without the prior written consent of BCP and A▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Sources: Limited Liability Company Agreement (ContextLogic Holdings Inc.), Limited Liability Company Agreement (ContextLogic Holdings Inc.)
Tax Examinations and Audits. (i) The Partnership Representative shall promptly notify the Members if any tax return of the Company is audited or the Company is otherwise subject to any tax proceeding and shall keep the members reasonably informed as to the status of any such audit or other tax proceeding; and
(ii) the Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations or audits of, or other tax proceedings with respect to, the Company’s affairs by Taxing Authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided, that BCP and ▇▇▇▇▇▇ shall be permitted to participate in any such audit or other proceeding at its own expense and the Partnership Representative shall not settle any material audit or other proceeding without the prior written consent of BCP and ▇▇▇▇▇▇ (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Sources: Limited Liability Company Agreement (ContextLogic Holdings Inc.), Purchase Agreement (ContextLogic Holdings Inc.)