Tax Matters Representative Sample Clauses
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Tax Matters Representative. (a) The Managing Member shall cause the Company to take all necessary actions required by Law to designate Pubco as the “tax matters partner” within the meaning given to such term in Section 6231 of the Code (as in effect prior to the repeal of such section pursuant to the Bipartisan Budget Act of 2015) with respect to any taxable year of the Company beginning on or before December 31, 2017. The Managing Member shall further cause the Company to take all necessary actions required by Law to designate Pubco as the “partnership representative” within the meaning of Section 6223(a) of the Code with respect to any taxable year of the Company beginning after December 31, 2017, and if the “partnership representative” is an entity, the “partnership representative” is hereby authorized to appoint a “designated individual” within the meaning of Treasury Regulation Section 301.6223-1(b) (in such capacities, collectively, the “Tax Matters Representative”). The Tax Matters Representative shall have all of the rights, duties, powers and obligations provided for in the Code with respect to the Company. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Representative in its capacity as such, but the Company shall reimburse the Tax Matters Representative for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Representative. Each Member agrees to cooperate with the Company and the Tax Matters Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Tax Matters Representative in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. The Company shall defend, indemnify, and hold harmless the Tax Matters Representative against any and all liabilities sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Representative, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct.
(b) If the Company pays an imputed underpayment pursuant to Section 6225 of the Code or any similar provision of state, local or non-U.S. law, to the extent possible, the portion thereof attributable to a Member shall be treated as a withhol...
Tax Matters Representative. Pubco is hereby appointed the “tax matters partner” or the “partnership representative,” as the case may be (in each case, the “Tax Matters Representative”), of the Company under Section 6231 of the Code prior to the enactment of U.S. Public Law 114-74 or Section 6223 of the Code, as applicable. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Representative in its capacity as such, but the Company shall reimburse the Tax Matters Representative for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Representative. The Company shall defend, indemnify, and hold harmless the Tax Matters Representative against any and all liabilities sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Representative, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct. The Members acknowledge that the Company shall make the election described in Section 6226 of the Code, unless the Tax Matter Representative determines not to make such election in its sole discretion.
Tax Matters Representative. The Board of Managers shall have the sole authority to designate, remove, or replace, at any time and in its sole discretion, the partnership representative under the Partnership Audit Rules (the “Tax Matters Representative”) and, as applicable, any individual to act on the Tax Matters Representative’s behalf. The Board of Managers shall have the sole decision-making authority in connection with any and all tax proceedings (administrative, judicial, or otherwise) of or involving the Company, and the Tax Matters Representative shall act in such capacity solely at the direction of the Board of Managers in connection with any and all such proceedings. Each Member and former Member agrees to cooperate with the Company and to do or refrain from doing, as the case may be, any and all things requested by the Company in connection with the conduct of all such examinations and proceedings (including, without limitation, filing amended tax returns and paying any taxes due in connection therewith). All costs and expenses incurred by the Tax Matters Representative in accordance herewith shall be borne by the Company. If the Company is liable for any tax (including, without limitation, any imputed underpayment, interest, penalties, or additions to tax) under or on account of the Partnership Audit Procedures (whether by law, by agreement, or otherwise), the Board of Managers shall be permitted to apportion such liability among the Members, and any such amount so apportioned to a Member shall be considered a Tax Payment Loan in respect of such Member. The provisions of this Section
9.01 (and any other provisions of this Agreement necessary to give effect hereto) shall survive the termination of the Company and, in respect of any Member, a withdrawal of such Member, and shall remain binding on each Member for the period of time necessary to resolve any tax proceeding involving or related to the Company. In furtherance of the foregoing sentence, references to “Member” in this Section 9.01 (and any other provisions of this Agreement necessary to give effect hereto) shall be deemed to include any former Members.
Tax Matters Representative. A. The General Partner (or its designee) shall be the “tax matters partner” or “partnership representative” of the Partnership within the meaning of the Code, and shall have any similar role under applicable state, local or foreign tax law (in such roles, the “Tax Matters Representative”). As Tax Matters Representative, the General Partner (or its designee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code and applicable state, local and foreign tax law. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner (or its designee) on behalf of the Partnership as Tax Matters Representative shall constitute Partnership expenses. In the event the Tax Matters Representative receives notice of a final Partnership adjustment under the Code, the Tax Matters Representative shall either (i) file a court petition for judicial review of such final adjustment in the manner and within the period provided under the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.
B. Except as otherwise provided in this Agreement, all elections and determinations required or permitted to be made by the Partnership under the Code or any applicable state, local or foreign tax law shall be made by the General Partner in its sole and absolute discretion.
C. The General Partner shall attempt to allocate the portion of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Partnership pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as determined by the General Partner in its discretion, provided that under no circumstances shall the General Partner be liable for any such amounts.
D. In the event that the General Partner shall be removed or replaced pursuant to any provision of this Agreement, the successor to the General Partner shall assume the rights and...
Tax Matters Representative. (a) Pubco is hereby appointed the “tax matters partner” or the “partnership representative,” as the case may be (in each case, the “Tax Matters Representative”), of the Company under Section 6231 of the Code prior to the enactment of U.S. Public Law 114-74 or Section 6223 of the Code, as applicable, and any similar provision of state, local and non-U.S. law. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Representative in its capacity as such, but the Company shall reimburse the Tax Matters Representative for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Representative. The Company shall defend, indemnify, and hold harmless the Tax Matters Representative against any and all liabilities sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Representative, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct. The Members acknowledge that the Company shall make the election described in Section 6226 of the Code and any analogous election under state, local or non-U.S. law to the extent such election is available under applicable law.
Tax Matters Representative. Subject to the following sentence, the General Partner is hereby designated as the tax matters partner, partnership representative or any similar role, as applicable, within the meaning of the Code and applicable state, local or non-U.S. tax law (“Tax Matters Representative”). Expenses incurred by the General Partner as the Tax Matters Representative or in a similar capacity as set forth in this Section 8.4 shall be borne by the Partnership. Such expenses shall include fees of attorneys and other tax professionals, accountants, appraisers and experts, filing fees and reasonable out-of-pocket costs. Any decisions made by the Tax Matters Representative, including whether or not to settle or contest any tax matter, whether or not to extend the period of limitations for the assessment or collection of any tax and the choice of forum for such contest, shall be made in the Tax Matters Representative’s discretion, subject to the proviso contained in the second sentence of this Section 8.4. Notwithstanding anything to the contrary in this Section 8.4, (a) the Tax Matters Representative shall not bind any Partner to a settlement agreement without the written consent of such Partner or enter into any extension of the period of limitations for making assessments with respect to the Partnership or any Partner without the prior consent of the Partners that would be bound by such extension and (b) each Class A Limited Partner shall be designated a notice partner under Code Section 6231 and shall have the rights of a notice partner granted pursuant to Code Section 6221 through 6223, or, for Tax Years for which the concept of a notice partner does not apply, the Tax Matters Representative shall keep each Class A Limited Partner reasonably informed of the conduct of any audit, including providing copies of all written correspondence, and shall consider in good faith any suggestions from such Class A Limited Partners, provided that, in the case of this clause (b), any rights of, or communications to, any holder of Class A-II Units shall only be exercised by written notice to, or required to be delivered to, as applicable, the Class A-II Representative who shall deliver any such written notice or communication to the holders of the Class A-II Units or the General Partner, as applicable.
Tax Matters Representative. The Corporation or its designee is hereby designated as the “tax matters partner,” “partnership representative” or any similar role, as applicable, within the meaning of the Code and applicable state, local or non-U.S. tax law, and shall have all of the rights, authority and power and shall be subject to all of the obligations associated therewith to the extent provided in the Code, Treasury Regulations and applicable state, local or non-U.S. tax law (the “Tax Matters Representative”). In all other cases, the Tax Matters Representative shall represent the Company in all tax matters to the extent allowed by law.
Tax Matters Representative. 13.1 The initial Tax Matter Representative, as defined in Section 6231 of the Code, shall be Stev▇▇ ▇. ▇▇▇▇▇. ▇ successor Tax Matter Representative may be selected by majority vote of the Members from time to time in their discretion.
Tax Matters Representative. (a) The “tax matters partner” of the Company for purposes of Section 6231(a)(7) of the Code shall be MWE Liberty, so long as MWE Liberty or one of its Affiliates is a Member, and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. Any Member who is designated as the tax matters partner shall be referred to herein as the “Tax Matters Member.”
(b) 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 6231(a)(8) of the Code. Without first obtaining the approval of the Board and Requisite Member Approval, 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 Code Section 6226(b)(5), (iii) enter into an agreement extending the period of limitations for making assessments on behalf of Members, or (iv) file a petition pursuant to 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.
(c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year, or a petition under Code Sections 6226 or 6228 or other Code sections with respect to any item involving the Company, without first notifying other Members.
Tax Matters Representative. The Manager shall be the “tax matters representative” of the Company pursuant to Section 6223(a) of the Code (the “Tax Matters Representative”). The Tax Matters Representative shall have the power to file tax returns for the Company and to manage and control on behalf of the Company any administrative proceeding of the Company with the Internal Revenue Service relating to the determination of any item of the Company’s income, gain, loss, deduction, or credit for Federal income tax purposes. In addition, the Tax Matters Representative shall be authorized and required to represent the Company (at the expense of the Company) in connection with all examinations of the affairs of the Company by any federal, state or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Company for professional services and costs associated therewith. The Tax Matters Representative shall provide all Members with notices of all such proceedings and other information as required by law. The Tax Matters Representative shall keep the Members timely informed of his or her activities under this Section. The Tax Matters Representative may prepare and file protests or other appropriate responses to such audits. The Tax Matters Representative shall select counsel to represent the Company in connection with any audit conducted by the Internal Revenue Service or by any state or local authority. All costs incurred in connection with the foregoing activities, including legal and accounting costs, shall be borne by the Company. Each Member agrees to cooperate with the Tax Matters Representative and to do or refrain from doing any or all things reasonably required by the Tax Matters Representative in connection with the conduct of all such proceedings.