Common use of Tax Matters Partner and Partnership Representative Clause in Contracts

Tax Matters Partner and Partnership Representative. MSG will be the “tax matters partner” within the meaning of Section 6231 of the Code as in effect prior to amendment by the BBA and the “partnership representative” within the meaning of Section 6223 of the Code when such provision becomes effective and any other similar designation under applicable law, subject in all respects to the provisions of this Agreement and the Transaction Agreement. Notwithstanding Section 4.1(g)(i)(C) and, except with respect to elections under Section 6226(a) of the Code, Section 4.1(g)(i)(F), the tax matters partner or partnership representative shall have the right to make decisions regarding extensions of statutes of limitation and choice of forum in tax proceedings, and the partnership representative shall have the authority to make an “election out” under Section 6221(b) of the Code if the Company is eligible to make such an election or, subject to Section 4.1(g)(i)(F), an election under Section 6226(a) of the Code on behalf of the Company. The Company will reimburse MSG for any reasonable out-of-pocket expenses incurred in connection with its activities as the tax matters partner or partnership representative. It is the intent of the Members that the Company be treated as a partnership for all federal, state and local tax purposes and the Members and the Company shall take all reasonable actions appropriate to effect such intention. MSG shall take such action as may be reasonably necessary to cause Rollover Holdco and each of the Principals to become “notice partners” within the meaning of Section 6231(a)(8) of the Code, if applicable. MSG shall keep the Principals informed of all administrative and judicial proceedings of the Company with respect to taxes and shall furnish a copy of each notice or other communication received by MSG, in its capacity as tax matters partner, partnership representative or similar designation under applicable law, or the Company from any taxing authority to each Principal. The Principals shall be permitted to participate in any tax matter or proceeding of the Company. This Section 3.1 is not intended to (i) authorize MSG to take any action left to the determination of an individual Member under Sections 6222 through 6231 of the Code as in effect prior to its amendment by the BBA or any action left to the determination of an individual Member by any subsequent amendment to the Code, or (ii) modify any of the provisions in the Transaction Agreement with respect to tax matters.

Tax Matters Partner and Partnership Representative. MSG will A. The Company shall be the “tax matters partner” within of the meaning of Partnership for U.S. federal income tax purposes. Pursuant to Section 6231 6230(e) of the Code (as in effect prior to amendment repeal of ACTIVE/104666890.9 such section pursuant to the Bipartisan Budget Act of 2015), upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address, taxpayer identification number, and profits interest of each of the Limited Partners and Assignees; provided, however, that such information is provided to the Partnership by the BBA Limited Partners and Assignees. The General Partner shall designate the “partnership representative” within of the meaning of Partnership (the “Partnership Representative”) for purposes of, and in accordance with, Section 6223 of the Code when such provision becomes effective (and any other similar designation under applicable or corresponding provision of state, local or non-U.S. tax law, subject in all respects to the provisions of this Agreement ) and the Transaction Agreement. Notwithstanding Section 4.1(g)(i)(C) andGeneral Partner, except with respect to elections under Section 6226(a) or the Partnership Representative at the direction of the CodeGeneral Partner, shall be permitted to appoint any “designated individual” (a “Designated Individual”) within the meaning of Treasury Regulations Section 4.1(g)(i)(F), 301.6223-1. If the tax matters partner or partnership representative shall have the right Partnership is required to make decisions regarding extensions of statutes of limitation and choice of forum in tax proceedings, and the partnership representative shall have the authority appoint a Designated Individual pursuant to make an “election out” under Section 6221(b) 6223 of the Code if the Company is eligible to make and Treasury Regulations thereunder (or any similar or corresponding provision of state, local or non-U.S. tax law) for any taxable year or other period, such an election or, Designated Individual shall be subject to Section 4.1(g)(i)(Fthis Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The Partnership Representative may be removed, an election under Section 6226(a) and a new Partnership Representative appointed, by the General Partner in accordance with the Code and the Treasury Regulations. The Partnership Representative shall not take any action in connection with a tax audit, or make any tax election, without approval of the Code on behalf of the CompanyGeneral Partner. The Company will reimburse MSG for any Any reasonable out-of-pocket cost incurred by the Partnership Representative (and Designated Individual), acting in its capacity as such, shall be deemed costs and expenses incurred in connection with its activities of the Partnership, and the Partnership shall reimburse the Partnership Representative (or Designated Individual, as applicable) for such amounts. Each Partner hereby agrees (i) to take such actions as may be required to effect the appointed Partner’s designation as the tax matters partner Partnership Representative, (ii) to cooperate to provide any information or partnership representative. It is the intent of the Members that the Company be treated as a partnership for all federal, state and local tax purposes and the Members and the Company shall take all reasonable actions appropriate to effect such intention. MSG shall take such action other actions as may be reasonably necessary requested by the Partnership Representative in order to cause Rollover Holdco modify any Imputed Underpayment Amount pursuant to Code Section 6225(c) (or any similar or corresponding provision of state, local or non-U.S. tax law), and each (iii) to, upon the request of the Principals Partnership Representative, take such actions as may be required to become “notice partners” within effect any election or procedure under Code Sections 6221 through 6241 and the meaning of Section 6231(a)(8) of the Code, if applicable. MSG shall keep the Principals informed of all administrative and judicial proceedings of the Company Treasury Regulations promulgated thereunder with respect to taxes and shall furnish a copy of each notice or other communication received by MSG, in its capacity as tax matters partner, partnership representative or similar designation under applicable law, or the Company from any taxing authority to each Principal. The Principals shall be permitted to participate in any tax matter or proceeding of the Company. This Section 3.1 is not intended to thereto (i) authorize MSG to take any action left to the determination of an individual Member under Sections 6222 through 6231 of the Code as in effect prior to its amendment by the BBA or any action left similar or corresponding provision of state, local or non-U.S. tax law). A Partnership’s obligation to comply with this Section 10.3A shall survive the determination transfer, assignment or liquidation of an individual Member by any subsequent amendment to the Code, or (ii) modify any of the provisions such Partner’s interest in the Transaction Agreement with respect to tax mattersPartnership.

Tax Matters Partner and Partnership Representative. MSG will (a) The TPC Member shall be (i) the “tax matters partner” (the “Tax Matters Partner”) within the meaning of Code Section 6231 of 6231(a)(7) and any similar state, local or foreign tax law provision and (ii) to the Code as in effect prior to amendment by the BBA and extent applicable, the “partnership representative” within (the meaning of Section 6223 of the Code when such provision becomes effective and any other similar designation under applicable law, subject in all respects to the provisions of this Agreement and the Transaction Agreement. Notwithstanding Section 4.1(g)(i)(C) and, except with respect to elections under Section 6226(a“Partnership Representative”) of the CodeCompany pursuant to Code Section 6223(a) (as amended by the Bipartisan Budget Act of 2015) and any similar state, Section 4.1(g)(i)(F)local or foreign tax law provision. The Tax Matters Partner and Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, the tax matters partner or partnership representative shall have the right to make decisions regarding extensions of statutes of limitation including resulting administrative and choice of forum in tax judicial proceedings, and the partnership representative shall have the authority to make an “election out” under Section 6221(b) of the Code if the expend Company is eligible to make such an election or, subject to Section 4.1(g)(i)(F), an election under Section 6226(a) of the Code on behalf of the Company. The Company will reimburse MSG funds for any reasonable out-of-pocket professional services and other expenses reasonably incurred in connection therewith. Each Unitholder agrees to cooperate with its activities as the tax matters partner or partnership representative. It is the intent of the Members that the Company be treated as a partnership for and to do or refrain from doing any or all federal, state and local tax purposes and the Members and the Company shall take all reasonable actions appropriate to effect such intention. MSG shall take such action as may be things reasonably necessary to cause Rollover Holdco and each of the Principals to become “notice partners” within the meaning of Section 6231(a)(8) of the Code, if applicable. MSG shall keep the Principals informed of all administrative and judicial proceedings of requested by the Company with respect to the conduct of such proceedings. The Partnership Representative shall be authorized to make any available election, to the extent eligible, under Code Sections 6221 through 6241 and take any action it deems necessary or appropriate to comply with the requirements of the Code and the conduct of the Company under Code Sections 6221 through 6241. Promptly following the written request of the Tax Matters Partner and/or Partnership Representative, 37 the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Partner and Partnership Representative for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred as the Tax Matters Partner and/or Partnership Representative. Any taxes payable by the Company under Code Sections 6221 through 6241 (as amended by the Bipartisan Budget Act of 2015) shall be attributed to the Unitholders as reasonably determined by the Partnership Representative, taking into account (to the extent practicable) the amount of tax each Unitholder (or such Unitholder’s predecessor in interest) would have been required to pay with respect to the income (or other items) to which the taxes relate if such income (or other items) had been properly allocated among the Unitholders (or their predecessors in interest) and such Unitholder (or such Unitholder’s predecessor in interest) had been subject to tax on such Unitholder’s (or predecessor in interest’s) share of such income (or other items), and such Unitholder shall furnish indemnify the Company for the amount of such taxes so attributed to such Unitholder; provided that, upon a Unitholder’s written request and at such Unitholder’s sole expense, the Partnership Representative shall provide the Unitholder with a reasonably detailed explanation and copy of each notice or other communication received by MSG, in its capacity as the method used to apportion the economic burden of any applicable tax matters partner, partnership representative or similar designation under applicable law, or liability. A Unitholder’s obligations to comply with the requirements of this Section 8.6 shall survive such Unitholder’s ceasing to be a Unitholder of the Company from any taxing authority to each Principal. The Principals shall be permitted to participate in any tax matter or proceeding and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 8.6, the Company shall be treated as continuing in existence. This Section 3.1 is not intended (b) If the Company becomes subject to any tax audit or similar proceeding, the Tax Matters Partner and Partnership Representative shall (i) authorize MSG apportion the economic burden of any Tax liability resulting from such proceeding among the Unitholders in a manner that reasonably takes into account (x) the relative interests of the Unitholders in the Company and the Company’s assets during the “reviewed year” (within the meaning of Code Section 6225(d)) giving rise to take any action left such Tax liability, (y) the amount (if any) of the tax items giving rise to the determination of an individual Member under Sections 6222 through 6231 Tax liability that the Internal Revenue Service (or other applicable authority) determined were allocable to each Unitholder, and (z) any increases or reductions in the aggregate amount of the Code as in effect prior Tax liability reasonably attributable to its amendment by the BBA or any action left to the determination of an individual Member by any subsequent amendment to the Codeaction, inaction, tax status, or (ii) modify any tax characteristic of a specific Unitholder. At a Unitholder’s request and expense, the Tax Matters Partner and Partnership Representative shall provide the Unitholder with a reasonably detailed explanation and copy of the provisions in method used to apportion the Transaction Agreement with respect to tax matters.economic burden of any applicable Tax liability. ARTICLE

Tax Matters Partner and Partnership Representative. MSG will be the “tax matters partner” within the meaning of Section 6231 of the Code as in effect prior to amendment by the BBA and the “partnership representative” within the meaning of Section 6223 of the Code when such provision becomes effective and any other similar designation under applicable law, subject in all respects to the provisions of this Agreement and the Transaction Agreement. Notwithstanding Section 4.1(g)(i)(C) and, except with respect to elections under Section 6226(a) of the Code, Section 4.1(g)(i)(F), the tax matters partner or partnership representative shall have the right to make decisions regarding extensions of statutes of limitation and choice of forum in tax proceedings, and the partnership representative shall have the authority to make an “election out” under Section 6221(b) of the Code if the Company is eligible to make such an election or, subject to Section 4.1(g)(i)(F), an election under Section 6226(a) of the Code on behalf of the Company. The Company will reimburse MSG for any reasonable out-of-pocket expenses incurred in connection with its activities as the tax matters partner or partnership representative. It is the intent of the Members that the Company be treated as a partnership for all federal, state and local tax purposes and the Members and the Company shall take all reasonable actions appropriate to effect such intention. MSG shall take such action as may be reasonably necessary to cause Rollover Holdco and each of the Principals to become “notice partners” within the meaning of Section 6231(a)(8) of the Code, if applicable. MSG shall keep the Principals informed of all administrative and judicial proceedings of the Company with respect to taxes and shall furnish a copy of each notice or other communication received by MSG, in its capacity as tax matters partner, partnership representative or similar designation under applicable law, or the Company from any taxing authority to each Principal. The Principals shall be permitted to participate in any tax matter or proceeding of the Company. This Section 3.1 is not intended to (i) authorize MSG to take any action left to the determination of an individual Member under Sections 6222 through 6231 of the Code as in effect prior to its amendment by the BBA or any action left to the determination of an individual Member by any subsequent amendment to the Code, or (ii) modify any of the provisions in the Transaction Agreement with respect to tax matters.and

Tax Matters Partner and Partnership Representative. MSG will (a) The TPC Member shall be (i) the “tax matters partner” (the “Tax Matters Partner”) within the meaning of Code Section 6231 of 6231(a)(7) and any similar state, local or foreign tax law provision and (ii) to the Code as in effect prior to amendment by the BBA and extent applicable, the “partnership representative” within (the meaning of Section 6223 of the Code when such provision becomes effective and any other similar designation under applicable law, subject in all respects to the provisions of this Agreement and the Transaction Agreement. Notwithstanding Section 4.1(g)(i)(C) and, except with respect to elections under Section 6226(a“Partnership Representative”) of the CodeCompany pursuant to Code Section 6223(a) (as amended by the Bipartisan Budget Act of 2015) and any similar state, Section 4.1(g)(i)(F)local or foreign tax law provision. The Tax Matters Partner and Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, the tax matters partner or partnership representative shall have the right to make decisions regarding extensions of statutes of limitation including resulting administrative and choice of forum in tax judicial proceedings, and the partnership representative shall have the authority to make an “election out” under Section 6221(b) of the Code if the expend Company is eligible to make such an election or, subject to Section 4.1(g)(i)(F), an election under Section 6226(a) of the Code on behalf of the Company. The Company will reimburse MSG funds for any reasonable out-of-pocket professional services and other expenses reasonably incurred in connection therewith. Each Unitholder agrees to cooperate with its activities as the tax matters partner or partnership representative. It is the intent of the Members that the Company be treated as a partnership for and to do or refrain from doing any or all federal, state and local tax purposes and the Members and the Company shall take all reasonable actions appropriate to effect such intention. MSG shall take such action as may be things reasonably necessary to cause Rollover Holdco and each of the Principals to become “notice partners” within the meaning of Section 6231(a)(8) of the Code, if applicable. MSG shall keep the Principals informed of all administrative and judicial proceedings of requested by the Company with respect to the conduct of such proceedings. The Partnership Representative shall be authorized to make any available election, to the extent eligible, under Code Sections 6221 through 6241 and take any action it deems necessary or appropriate to comply with the requirements of the Code and the conduct of the Company under Code Sections 6221 through 6241. Promptly following the written request of the Tax Matters Partner and/or Partnership Representative, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Partner and Partnership Representative for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred as the Tax Matters Partner and/or Partnership Representative. Any taxes payable by the Company under Code Sections 6221 through 6241 (as amended by the Bipartisan Budget Act of 2015) shall be attributed to the Unitholders as reasonably determined by the Partnership Representative, taking into account (to the extent practicable) the amount of tax each Unitholder (or such Unitholder’s predecessor in interest) would have been required to pay with respect to the income (or other items) to which the taxes relate if such income (or other items) had been properly allocated among the Unitholders (or their predecessors in interest) and such Unitholder (or such Unitholder’s predecessor in interest) had been subject to tax on such Unitholder’s (or predecessor in interest’s) share of such income (or other items), and such Unitholder shall furnish indemnify the Company for the amount of such taxes so attributed to such Unitholder; provided that, upon a Unitholder’s written request and at such Unitholder’s sole expense, the Partnership Representative shall provide the Unitholder with a reasonably detailed explanation and copy of each notice or other communication received by MSG, in its capacity as the method used to apportion the economic burden of any applicable tax matters partner, partnership representative or similar designation under applicable law, or liability. A Unitholder’s obligations to comply with the requirements of this Section 8.6 shall survive such Unitholder’s ceasing to be a Unitholder of the Company from any taxing authority to each Principal. The Principals shall be permitted to participate in any tax matter or proceeding and/or the termination, dissolution, liquidation and winding up of the Company. This , and, for purposes of this Section 3.1 is not intended to (i) authorize MSG to take any action left to 8.6, the determination of an individual Member under Sections 6222 through 6231 of the Code Company shall be treated as continuing in effect prior to its amendment by the BBA or any action left to the determination of an individual Member by any subsequent amendment to the Code, or (ii) modify any of the provisions in the Transaction Agreement with respect to tax mattersexistence.