Common use of Tax Matters Representative Clause in Contracts

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. Subject to the following sentenceThe president of BOX Holdings, the General Partner is hereby or another Officer of BOX Holdings designated as by its senior executive Officer, shall be the tax matters partner, partnership representative or any similar role, as applicable, within of BOX Holdings (the meaning of the Code and applicable state, local or non-U.S. tax law (“Tax Matters Representative”). Expenses incurred by ) for purposes of the General Partner as the Tax Matters Representative or in a similar capacity as set forth in this Section 8.4 Code, and shall be borne by entitled to take such actions on behalf of BOX Holdings in any and all proceedings with the Partnership. Such expenses shall include fees Internal Revenue Service and any corresponding provision of attorneys and other state or local income 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 8.4law. 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 applyforegoing, the Tax Matters Representative shall (a) promptly deliver to the Members copies of any notices, letters or other documents received by it as the Tax Matters Representative, and (b) keep each Class A Limited Partner reasonably the Members informed with respect to all matters involving it as the Tax Matters Representative. Each Member shall have the right to participate in any tax audits, controversies and litigations involving BOX Holdings (“Tax Claims”) at its own expense. The Tax Matters Representative shall not settle any material Tax Claim without the prior written consent of all Members that may be adversely affected by such settlement, which consent shall not be unreasonably conditioned, delayed or withheld. The Tax Matters Representative shall be reimbursed by BOX Holdings for all costs and expenses incurred by the Tax Matters Representative in connection with such role and shall be indemnified by the Exchange with respect to any action brought against the Tax Matters Representative in connection with the settlement of any proceeding by applying, mutatis mutandis, the provisions of Article 13. If needed to have Subchapter C of Chapter 63 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 Code apply to be delivered to, as applicableBOX Holdings, the Class A-II Tax Matters Representative who shall deliver any such written notice or communication make an election on behalf of BOX Holdings pursuant to the holders of the Class A-II Units or the General Partner, as applicableCode Section 6231(a)(1)(B)(ii).