Tax Representative. The General Partner is specifically authorized to act as (1) for taxable years beginning before January 1, 2018, the Tax Matters Partner and, (2) for taxable years beginning after December 31, 2017, the Partnership Representative (in either such capacity, the “Tax Representative”). The Tax Representative shall have the authority without any further consent of Limited Partners or Assignees (or Beneficial Owners) being required to exercise all rights and responsibilities conferred under Sections 6221-6234 of the Code to a Tax Matters Partner or a Partnership Representative (as applicable), including, without limitation: (i) handling all audits and other administrative proceedings conducted by the IRS with respect to the Partnership; (ii) extending the statute of limitations with respect to the Partnership’s partnership tax returns; (iii) entering into a settlement with the IRS with respect to the Partnership’s partnership items; (iv) filing a petition or complaint with an appropriate U.S. federal court for review of a final partnership administrative adjustment; and (v) for taxable years beginning after December 31, 2017, making the “push-out” election under Code Section 6226 to cause any adjustments to be taken into account at the partner level. By its acceptance of a Limited Partnership interest (or a beneficial interest therein), a Limited Partner or Assignee (or Beneficial Owner) agrees to the designation of the General Partner as the Partnership’s Tax Matters Partner or the Partnership Representative (as appropriate). Each Limited Partner or Assignee (or Beneficial Owner) agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. The Tax Representative shall be authorized to hire counsel or other competent professionals to assist in the conduct of any audit or legal proceeding. Any expenses incurred by the Tax Representative in the conduct of its duties shall be Partnership expenses.
Tax Representative. The Company shall act as the Tax Representative, but the Company may designate another Person to act as the Tax Representative and may remove, replace, or revoke the designation of that Person, or require that Person to resign. For taxable years beginning on or before December 31, 2017, and for any jurisdiction with respect to which the Company cannot serve as the Tax Representative, however, the Managing Member shall act as the Tax Representative, unless otherwise determined by the Company.
Tax Representative. The Board shall designate, from time to time, a Person who is a Class A Member to serve as “partnership representative” in accordance with Section 6223(a) of the Code to perform all duties imposed by Sections 6221 et seq. of the Code on the partnership representative (the “Tax Representative”). Only Class A Members are eligible to serve as a Tax Representative. The Company shall indemnify, to the full extent permitted by law, the Tax Representative from and against any damages and losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by in carrying out his responsibilities as partnership representative, provided such action taken or omitted to be taken does not constitute fraud, gross negligence or willful misconduct.
Tax Representative. The General Partner shall act as the Tax Representative, but the General Partner may designate another Person to act as the Tax Representative and may remove, replace, or revoke the designation of that Person, or require that Person to resign.
Tax Representative. The Manager shall act as the Tax Representative, but the Manager may designate another Person to act as the Tax Representative and may remove, replace, or revoke the designation of that Person, or require that Person to resign. For any jurisdiction with respect to which the Manager cannot serve as the Tax Representative, however, the Manager may designate another Person to act as the Tax Representative.
Tax Representative. Beginning with the first year in which the new partnership audit rules enacted by the Bipartisan Budget Act of 2015 become effective: (a) the Condor Member shall be designated as the “Partnership Representative” (as defined in Internal Revenue Code Section 6223(a)); and (b) the Partnership Representative: (i) pursuant to Internal Revenue Code Section 6221(b), shall cause the LLC to elect-out annually from the default audit procedures in Internal Revenue Code Section 6221(a), or (ii) if (and only if) such election-out is not available for any particular year, shall cause the LLC to make the election under Internal Revenue Code Section 6226(a) to apply the alternative procedures to pass through payment of any underpayments to the applicable Members for that year. Each Member shall indemnify, defend and hold harmless the LLC from and against any liability respecting such Member’s share of any income tax deficiency paid or payable by the LLC (for the avoidance of doubt, including any applicable interest and penalties) that is allocable to the Member respecting an audited or reviewed taxable year for which such Member was a Member in the LLC. The obligations set forth in this Section shall survive such Member’s ceasing to be a Member in the LLC for any reason and/or the termination, dissolution, liquidation or winding up of the LLC. The LLC, Members and Partnership Representative shall take any and all actions as shall be necessary or appropriate to effectuate and comply with the elections and provisions described in this Section. The Partnership Representative will not take any actions with respect to any tax audit or proceeding concerning the LLC without the approval of all of the Members, which shall not be unreasonably withheld, denied, conditioned, or delayed.
Tax Representative. (a) LMP Member shall be the “tax matters partner” of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior to the amendments by the Bipartisan Budget Act of 2015, P.L. 114-74 (the “Budget Act”), and the Company’s “partnership representative” under Code Section 6223(a), as amended by the Budget Act and any subsequent amendments. If the Tax Matters Representative can no longer serve in that capacity, the Board shall designate another Tax Matters Representative who qualifies to serve in that capacity under the Code. The Tax Matters Representative shall have all of the powers and authority of a “tax matters partner” or “partnership representative,” as applicable, under the Code (as in effect at the relevant time), and shall have similar powers with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at the Company’s expense, in connection with all administrative or judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return and may expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, local or foreign taxing authority regarding any Company tax return, including a summary of the provisions thereof. Notwithstanding anything herein to the contrary, the Board may require a payment to the Company by each Person who was a Member during the taxable year of the Company that is being audited (or any subsequent taxable year that is affected), for such Person’s allocable share (as determined by the Board) of the Company’s costs and expenses in connection with such audit, and any tax, interest, additions to tax and penalties required to be paid by the Company, even if such Person’s Interest has changed or such Person is no longer a Member. The Company shall specially allocate to each Person who was a Member during the taxable year being audited (or a subsequent taxable year that is affected) his allocable share of such costs, expenses, tax, interest, additions to tax and penalties (as determined by the Board). Each Member agrees that such Member is bound by any action taken by the Tax Matter Representative, and shall not take any posit...
Tax Representative. The Manager shall act as the Tax Representative, but the Manager may designate another Person to act as the Tax Representative and may remove, replace, or revoke the designation of that Person, or require that Person to resign, in each case, with the consent of the Company Unitholder Representative (not to be unreasonably withheld, conditioned or delayed). For any jurisdiction with respect to which the Manager cannot serve as the Tax Representative or with respect to any taxable period for which the Manager is not eligible to serve as the Tax Representative, however, the Manager shall designate an eligible Person, which Person shall be approved by the Company Unitholder Representative (not to be unreasonably withheld, conditioned or delayed), to act as the Tax Representative.
Tax Representative. (a) Bluerock is hereby designated as the “tax matters partner” of the Company and the Subsidiaries, as defined in Code Section 6231(a)(7) (the “Tax Matters Member”) and shall prepare or cause to be prepared all income and other tax returns of the Company and its Subsidiaries pursuant to the terms and conditions of Section 8.5. Except as otherwise provided in this Agreement, all elections required or permitted to be made by the Company and its Subsidiaries under the Code or state tax law shall be timely determined and made by Bluerock in its reasonable good faith discretion after consultation with CWS. The Members intend that the Company be treated as a partnership for U.S. federal, state and local tax purposes, and the Members will not elect or authorize any person to elect to change the status of the Company from that of a partnership for U.S. federal, state and local income tax purposes. Bluerock agrees to consult with CWS with respect to any written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority. In addition, upon the request of any Member, the Company and each of its Subsidiaries shall make an election pursuant to Code Section 754 to adjust the basis of the Company’s property in the manner provided in Code Sections 734(b) and 743(b). The Company hereby indemnifies and holds harmless Bluerock from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the “tax matters partner” of the Company and its Subsidiaries, provided that any such action or failure to act does not constitute gross negligence or willful misconduct by Bluerock. As the Tax Matters Member, Bluerock shall take such action as may be necessary to cause to the extent possible each other Member to become a “notice partner” within the meaning of Code Section 6231(a)(8). Bluerock shall use reasonable efforts to inform each other Member of all material matters that may come to its attention in its capacity as the Tax Matters Member by giving notice thereof within ten (10) business days after becoming aware thereof and, within such time, shall forward to each other Member copies of all material written communications it may receive in such capacity. If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to th...
Tax Representative. The General Partner shall designate a Person as the “partnership representative” of the Partnership for each taxable year of the Partnership, in accordance with Section 6223 of the Code and any similar provision under any state or local or non-U.S. tax laws (such Person with respect to any taxable year, the “Tax Representative”). Each Partner hereby consents to each such designation and agrees that, upon the request of the General Partner, such Partner will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. No Limited Partner may revoke any designation of a Tax Representative. The applicable Tax Representative shall have the sole discretion to determine all matters, and shall be authorized to take any actions necessary, with respect to preparing and filing any U.S. federal, state or local or non-U.S. tax return of the Partnership and any audit, examination or investigation (including any judicial or administrative proceeding) of the Partnership by any U.S. federal, state or local or non-U.S. taxing authority (including the allocation of any resulting taxes, penalties and interest among the Partners and whether to make an election under Section 6226 of the Code or any similar provision of any state or local tax laws with respect to any audit or other examination of the Partnership). Each Partner shall promptly upon request furnish to any Tax Representative any information that such Tax Representative may reasonably request in connection with (i) preparing or filing any tax returns of the Partnership, (ii) any tax election of the Partnership or (iii) any audit, examination or investigation (including any judicial or administrative proceeding) of the Partnership. If the applicable Tax Representative makes an election under Section 6226 of the Code or any similar provision of any state or local tax laws with respect to any audit adjustment of any item of the Partnership’s income, gain, loss, deduction or credit (or adjustment of the allocation of any such items among the Partners), each Partner shall comply with the requirements set forth in Section 6226 of the Code or any similar provision of any state or local or non-U.S. tax laws (and any applicable guidance issued by the applicable taxing authority) with respect to such election. Each Partner shall file all U.S. tax returns with respect to such Partner’s distributive share of any ite...
