Tax Matters Member; Partnership Representative. (a) Xxxxxxx Xxxx shall be designated the tax matters member under Section 6231 of the Internal Revenue Code (in such capacity, the “Tax Matters Member”). The Tax Matters Member may be removed and replaced by action of a Majority Interest of the Members. The Tax Matters Member is authorized to take such actions and to execute and file all statements and forms on behalf of the Company which may be permitted or required by the applicable provisions of the Internal Revenue Code or Treasury Regulations issued thereunder. The Tax Matters Member shall have full and exclusive power and authority on behalf of the Company to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Member shall keep the Members informed as to the status of any audit of the Company’s tax affairs, and shall take such action as may be necessary to cause any Member so requesting to become a “notice partner” within the meaning of Section 6223 of the Internal Revenue Code. Without first obtaining the approval of a Majority Interest of the Members, the Tax Matters Member shall not, with respect to Company tax matters: (i) enter into a settlement agreement with respect to any tax matter which purports to bind Members, (ii) intervene in any action pursuant to Internal Revenue Code Section 6226(b)(5), (iii) enter into an agreement extending the statute of limitations, or (iv) file a petition pursuant to Internal Revenue Code Section 6226(a) or 6228. If an audit of any of the Company’s tax returns shall occur, the Tax Matters Member shall not settle or otherwise compromise assertions of the auditing agent which may be adverse to any Member as compared to the position taken on the Company’s tax returns without the prior written consent of each such affected Member.
Tax Matters Member; Partnership Representative. The Board shall designate, from time to time, a qualifying person to perform all duties imposed by Sections 6221 and 6232 of the Code as the “tax matters partner” of the Company, as defined in Section 6231 of the Code (prior to its amendment by the Bipartisan Budget Act of 2015 (“BBA”)). Such person shall become the “partnership representative” within the meaning of Section 6223(a) of the Code (as amended by the BBA) as in effect for the tax years beginning on or after January 1, 2018 (such “tax matters partner” and “partnership representative”, as the case may be, referred to herein as the “Partnership Representative”).
Tax Matters Member; Partnership Representative. Class B Members shall not be eligible to be appointed as the Company’s Tax Matters Member or Partnership Representative pursuant to Section 7.4 hereof;”
Tax Matters Member; Partnership Representative. (a) For Periods prior to December 31, 2017, BCIC shall be the “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Code (in that capacity, the “Tax Matters Member”). The provisions of Section 6.12(a) shall apply to all actions taken on behalf of the Members by the Tax Matters Member in its capacity as the Company’s tax matters partner. The Tax Matters Member shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the tax matters partner of the Company. The Tax Matters Member shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Tax Matters Member on behalf of the Company as Tax Matters Member shall be reimbursed by the Company. In the event the Tax Matters Member receives notice of a final Company adjustment under Section 6223(a) of the Code, it shall either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. Each Member shall be a “notice partner” within the meaning of Section 6231(a)(8) of the Code. For the avoidance of doubt, the Tax Matter Member shall not take any action requiring Board Approval or Prior Investment Committee Approval prior to Board Approval or Prior Investment Committee Approval, as applicable, being obtained.
Tax Matters Member; Partnership Representative. Subject to Section 7.01(c)(xix):
Tax Matters Member; Partnership Representative. Class A Members shall be eligible to be appointed as the Company’s Tax Matters Member or Partnership Representative pursuant to Section 7.4 hereof;”
Tax Matters Member; Partnership Representative. Subject to the foregoing, the “tax matters partner” shall be Xxxxx Xxxxxx (the “Tax Matters Member”) under the Code and in any similar capacity under state or local law. For the avoidance of doubt, the Tax Matters Member, in its capacity as such, shall act at the direction of the Board of Managers. For taxable years beginning after December 31, 2017, the Board of Managers shall designate the “partnership representative” of the Plan within the meaning of Code Section 6223(a) (as modified by the Bipartisan Budget Act of 2015) (the “Partnership Representative”); provided, however, that the initial Partnership Representative shall be Xxxxx Xxxxxx. The Partnership Representative shall exercise all rights, obligations and duties of a partnership representative under the Code. The Partnership Representative shall inform each other Member of all significant matters that may come to its attention in its capacity as partnership representative shall forward to each other Member copies of all significant written communications it may receive in such capacity.
Tax Matters Member; Partnership Representative. ORCIC (or its designee) shall serve as the “partnership representative” within the meaning of as provided in Section 6223 of the Code (and any similar provisions under any applicable state or local or foreign tax laws) (the “Partnership Representative”). The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the partnership representative of the Company. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Company and all reasonable, documented out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Company as Partnership Representative shall be reimbursed by the Company. In the event the Partnership Representative receives notice of a final partnership adjustment under Section 6231 of the Code, it shall either (i) file a court petition for judicial review of that final adjustment within the period provided under Section 6234(a) of the Code, a copy of which petition shall be mailed to all Members on the date the petition is filed, or (ii) mail a written notice to all Members within that period that describes its reasons for determining not to file a petition. In the event any adjustment to any partnership-related item that would result in an imputed underpayment of the Company, each of the Members agrees to timely take all actions determined by the Partnership Representative to be necessary (including filing amended tax returns) to eliminate such imputed underpayment. Any amount of tax (including interest and penalties) paid by the Company as a result of an imputed underpayment shall be treated as a withholding of tax for purposes of Section 5.03. For the avoidance of doubt, the Partnership Representative shall not take any action requiring Board Approval or Prior Investment Committee Approval prior to Board Approval or Prior Investment Committee Approval, as applicable, being obtained.
Tax Matters Member; Partnership Representative. Section 3.5 of the LLC Agreement is hereby amended and restated to read as follows (language that has been added is underlined twice and language that has been deleted is shown with a strikethrough):
Tax Matters Member; Partnership Representative
