Common use of Tax Matters Representative Clause in Contracts

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. 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. Effective as of the date of this Agreement, the Board of Managers appoints Columbia Care. 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 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. The Board of Managers Manager (or its designee) is hereby designated as the tax matters partner under former Code § 6231(a)(7) and the partnership representative under the Partnership Audit Procedures (as applicable, the “Tax Matters Representative”). The Manager 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 Tax Matters Representative 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 Company (a “Tax Matters Representative shall act in such capacity solely at the direction of the Board of Managers in connection with any and all such proceedingsProceeding”). Each Member and former Member agrees to cooperate with the Company Tax Matters Representative and to do or refrain from doing, as the case may be, any and all things requested by the Company Tax Matters Representative 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 on (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 Tax Matters Representative 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 Section 9.01 and Section 9.03 (and any other provisions of this Agreement necessary to give effect hereto, in all respects as determined by the Manager) 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 CompanyTax Proceeding. In furtherance of the foregoing sentence, references to “Member” in this Section 9.01 and Section 9.03 (and any other provisions of this Agreement necessary to give effect hereto, in all respects as determined by the Manager) shall be deemed to include any former Members. Notwithstanding anything to the contrary in this Agreement, (a) each Member hereby agrees to release and hold harmless the Tax Matters Representative for all decisions and actions made or undertaken by the Tax Matters Representative, provided that such decisions and actions are made or undertaken in accordance with this Agreement, and (b) the Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Tax Matters Representative for all costs, expenses, claims, liabilities, losses, damages, and legal and accounting fees that are incurred by the Tax Matters Representative in such capacity.

Tax Matters Representative. (a) The Board “tax matters partner” of Managers the Company for purposes of Section 6231(a)(7) of the Code shall be the Rangeland Member, so long as Rangeland Member or one of its Affiliates that is disregarded as an entity separate from Rangeland Member for federal income tax purposes is a Member, and shall have (i) the sole authority power to designatemanage and control, removeon 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, (ii) such other rights and powers provided under the Code and (iii) rights similar to those set forth in clauses (i) and (ii) herein with respect to any state or local tax matter or Proceeding. (b) The tax matters partner shall not be liable to the Company or the Members for acts or omissions taken or suffered by it in its capacity as tax matters partner in good faith in the belief that such act or omission is in accordance with the directions of the Management Committee; provided that such act or omission is not in willful violation of this Agreement and does not constitute fraud or a willful violation of Law. (c) No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of Company items for any taxable year, or replacea petition under Code Sections 6226 or 6228 or other Code Sections with respect to any item involving the Company, at without first notifying the other Members. (d) The tax matters partner will keep the other Members promptly informed about any time and in its sole discretion, communications with 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 tax authorities in connection with any and all Company-level audit. The tax proceedings (administrative, judicial, or otherwise) of or involving matters partner will consult in good faith with the Company, and the Tax Matters Representative shall act in such capacity solely at the direction of the Board of Managers other Members in connection with any such audit about strategy and all use commercially reasonable efforts to give the other Members the opportunity to attend any meetings with the tax authorities in such audits (it being understood that the tax authorities are not always amenable to such participation), but will ultimately control the selection of counsel to assist in the audits and the approach taken with the tax authorities. The tax matters partner will provide each Member with notice reasonably in advance of any meetings or conferences with respect to any administrative or judicial proceedings relating to the determination of Company items at the Company level (including any meetings or conferences with counsel or advisors to the Company with respect to 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 extent permitted by the Company tax authorities) each Member will have the right to participate, at its sole cost and expense, in connection with any such meetings or conferences. The tax matters partner shall cause each other Member to be a "notice partner" within the conduct meaning 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 Section 6231 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 MembersCode.