Common use of Tax Reports, Tax Elections and Tax Matters Partner Clause in Contracts

Tax Reports, Tax Elections and Tax Matters Partner. (a) The Partnership hereby designates Celgene to act as the “tax matters partner” (as defined in Section 6231(a)(7) of the Code) and the “partnership representative” of the Partnership for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015, and any corresponding designation (the “Tax Matters Partner”) in accordance with Sections 6221 through 6233 of the Code. The Tax Matters Partner is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by U.S. federal (and any applicable state) income tax authorities, including resulting administrative and judicial proceedings, to make any elections in connection therewith, and to expend Partnership funds for professional services and costs associated therewith; provided, that the Tax Matters Partner shall notify the Vividion of any such administrative and judicial proceedings involving the Partnership and upon request shall provide Vividion the opportunity to participate in any such matters if requested by Vividion. Vividion agrees to cooperate with the Tax Matters Partner as reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings. The Tax Matters Partner will, in its reasonable discretion, determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority provided, however, that the Tax Matters Partner shall not agree or consent to compromise or settle such matters without the prior written consent of Vividion, which consent shall not be unreasonably delayed, conditioned or withheld. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or interest imposed with respect to such taxes) will be paid by such Partner, and if paid by another Partner, will be recoverable from the Partner on which such deficiency was imposed (including by offset against distributions otherwise payable to such Partner). The Partners agree to cooperate in good faith to notify each other regarding any tax notices or audits relating to the Partnership.

Tax Reports, Tax Elections and Tax Matters Partner. (a) The Partnership hereby designates Celgene to act as the “tax matters partner” (as defined in Section 6231(a)(7) of the Code) and the “partnership representative” of the Partnership for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015, and any corresponding designation (the “Tax Matters Partner”) in accordance with Sections 6221 through 6233 of the Code. The Tax Matters Partner is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by U.S. federal (and any applicable state) income tax authorities, including resulting administrative and judicial proceedings, to make any elections in connection therewith, and to expend Partnership funds for professional services and costs associated therewith; provided, that the Tax Matters Partner shall notify the Vividion of any such administrative and judicial proceedings involving the Partnership and upon request shall provide Vividion the opportunity to participate in any such matters if requested by Vividionmatters. Vividion agrees to cooperate with the Tax Matters Partner as reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings. The Tax Matters Partner will, in its reasonable discretion, determine whether the Partnership (either on its own behalf or on behalf of the Partners) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority provided, however, that the Tax Matters Partner shall not agree or consent to compromise or settle such matters without the prior written consent of Vividion, which consent shall not be unreasonably delayed, conditioned or withheld. Any deficiency for taxes imposed on any Partner (including penalties, additions to tax or interest imposed with respect to such taxes) will be paid by such Partner, and if paid by another Partner, will be recoverable from the Partner on which such deficiency was imposed (including by offset against distributions otherwise payable to such Partner). The Partners agree to cooperate in good faith to notify each other regarding any tax notices or audits relating to the Partnership.