Common use of Tax Matters Partner; Tax Elections; Special Basis Adjustments Clause in Contracts

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law. As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law). As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “"Tax Matters Partner” " of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “"Partnership Representative” " within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law). As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.

Tax Matters Partner; Tax Elections; Special Basis Adjustments. (a) a. The General Partner shall (i) for taxable years beginning on or before December 31, 2017, be the “Tax Matters Partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section by the Bipartisan Budget Act of 2015) and (ii) for taxable years beginning on or after January 1, 2018, act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) and, in each case, any similar provisions under any state, local or foreign tax law). As Tax Matters Partner or Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner or Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Tax Matters Partner or Partnership Representative, as applicable, shall constitute Partnership expenses.