Common use of Tax Representative Clause in Contracts

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 position inconsistent therewith for income tax purposes. (b) For the avoidance of doubt, any provisions relating to indemnification of a Member set forth in this Agreement shall be fully applicable to the Tax Matters Representative in its capacity as such. The Tax Matters Representative shall receive no compensation for its services. The Tax Matters Representative may retain legal, accounting and other advisors to assist in performing its duties hereunder and all third-party costs and expenses incurred by the Tax Matters Representative in performing its duties as such (including legal and accounting fees and any out-of-pocket expenses) shall be borne by the Company.

Tax Representative. (a) LMP The Management Member shall appoint a “Tax Representative” of the Company. The Tax Representative may be removed at any time by the Management Member and may resign at any time by giving written notice to the Company. In the event of the resignation or removal of the Tax Representative, the Management Member shall appoint a replacement. To the extent applicable, the Tax Representative shall be the “tax matters partnerpartnership representative” as provided in Code Section 6223(a) and any comparable provisions of the Company for United States federal income tax purposes (the “Tax Matters Representative”)state, local or foreign Law. The Tax Matters Representative shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), as in effect prior is authorized 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, Company in connection with all examinations of the Company’s affairs by any taxing authority, including resulting administrative or and judicial proceedings before the Internal Revenue Service or other taxing authority involving any Company tax return proceedings, and may to expend Company funds for professional services and costs associated therewith. The If necessary under applicable Law (including, as applicable, the Code and the Treasury Regulations), the Tax Matters Representative shall provide designate an eligible Person through which the Tax Representative will interact with tax authorities. Each Member hereby agrees to execute, certify, acknowledge, deliver, swear to, file, and record at the Members prompt notice appropriate public offices such documents as may be deemed necessary or appropriate to evidence approval of the designations described in this Section 8.3(a), including any statements required to be filed with the tax returns of the Company. (b) The allocation of any communication to imputed underpayment (or from, or agreements with, any federal, analogous state, local or foreign taxing authority regarding any Company tax returnassessment), including a summary any interest, penalties, additions to tax, additional amounts, or other costs or expenses attributable to such imputed underpayment or analogous assessment, shall be determined by the Tax Representative. Such amounts shall be calculated based on the amount each such Member (or Member’s predecessors in interests) should have borne (computed at the tax rate used to compute the Company’s liability) had the Company’s tax return for the applicable year reflected the adjustment. In the event an election is made under Section 6226(a) of the Code or any successor provision or the applicable corresponding provisions thereof. Notwithstanding anything herein of state, local or foreign Law, each applicable Member shall take any adjustment to income, gain, loss, deduction, or credit into account as provided for in Section 6226(b) of the contraryCode or the applicable corresponding provisions of state, local or foreign Law. (c) The Members shall cooperate with the Board may require a payment to Tax Representative and the Company by each Person who was a Member during to implement the taxable year provisions of this Section 8.3. Such cooperation shall include, without limitation, (i) providing the Company that is being audited Tax Representative any information reasonably requested in connection with any examination, resulting administrative or judicial proceeding or adjustment, (ii) taking such actions as may be necessary or any subsequent taxable year that is affected), for such Person’s allocable share desirable (as determined by the BoardTax Representative) to comply with Code Section 6226 or the applicable corresponding provisions of state, local or foreign Law, and (iii) filing amended tax returns or taking other actions to enable the Company to modify the amount of any assessment in accordance with Code Section 6225(c) or the applicable corresponding provisions of state, local or foreign Law. (d) The obligations of each Member or former Member under this Section 8.3 shall survive any Transfer by such Member of its Units and the termination of this Agreement or the dissolution 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 position inconsistent therewith for income tax purposes. (b) For the avoidance of doubt, any provisions relating to indemnification of a Member set forth in this Agreement shall be fully applicable to the Tax Matters Representative in its capacity as such. The Tax Matters Representative shall receive no compensation for its services. The Tax Matters Representative may retain legal, accounting and other advisors to assist in performing its duties hereunder and all third-party costs and expenses incurred by the Tax Matters Representative in performing its duties as such (including legal and accounting fees and any out-of-pocket expenses) shall be borne by the Company.

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 position inconsistent therewith for income tax purposes.. AAG HOLDING CO1, LLC Limited Liability Company Operating Agreement (b) For the avoidance of doubt, any provisions relating to indemnification of a Member set forth in this Agreement shall be fully applicable to the Tax Matters Representative in its capacity as such. The Tax Matters Representative shall receive no compensation for its services. The Tax Matters Representative may retain legal, accounting and other advisors to assist in performing its duties hereunder and all third-party costs and expenses incurred by the Tax Matters Representative in performing its duties as such (including legal and accounting fees and any out-of-pocket expenses) shall be borne by the Company.

Tax Representative. (a) LMP Member This Section 10.4 shall become effective commencing as of January 1, 2018. Upon its effectiveness, all references in this Agreement to "Tax Matters Partner" shall be the “tax matters partner” replaced with "Tax Representative" and all references throughout this Agreement to provisions of the Company for United States federal income tax purposes (the “Tax Matters Representative”). The Tax Matters Representative Code shall be the Company’s “tax matters partner” under Code Section 6231(a)(7), to such provisions as in effect prior to the amendments enacted by the Bipartisan Budget Act of 2015, P.L. 114-74 as such provisions may subsequently be modified. (b) Unless and until another Member is designated as the Company's designated "partnership representative" within the meaning of Code Section 6223 (the “Budget ActTax Representative”), the existing Tax Matters Partner shall act as the Tax Representative with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws. (c) If the Company qualifies to elect pursuant to Code Section 6221(b) (or any successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Tax Representative shall cause the Company to make such election. (d) If any "partnership adjustment" (as defined in Code Section 6241(2)) is determined with respect to the Company’s “, the Tax Representative shall promptly notify the Members upon the receipt of a notice of final partnership representative” adjustment, and shall, within 30 days after the receipt of such notice, take such actions as it deems reasonably necessary (including whether to file a petition in Tax Court) to cause the Company to pay the amount of any such adjustment under Code Section 6223(a)6225, as amended by or make the Budget Act and election under Code Section 6226. (e) If 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 adjustment" (as defined in effect at the relevant timeCode Section 6241(2), and shall have similar powers ) is finally determined with respect to state, local and foreign taxes. The Tax Matters Representative shall represent the Company, at and the Company’s expenseTax Representative has not caused the Company to make the election under Code Section 6226, then (i) the Members shall take such actions requested by the Tax Representative, including filing amended tax returns and paying any tax due in connection accordance with all administrative or judicial proceedings before Code Section 6225(c)(2); (ii) 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 use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any "imputed underpayment" (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among 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 for the taxable year of in which the Company that adjustment is being audited (or any subsequent taxable year that is affected), for finalized in such Person’s allocable share manner as may be necessary (as determined by the BoardTax Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon the Units they held in the Company for the reviewed year. (f) If any Subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the Subsidiary, or (iii) makes an election under Code Section 6226, the Tax Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in Sections 10.4(d) through 10.4(e) above for partnership adjustments 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 Members shall take 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 actions reasonably requested by the Tax Matter Representative, and shall not take any position inconsistent therewith for income tax purposesRepresentative in furtherance of such administrative adjustment request. (bg) For The obligations of each Member or former Member under this Section 10.4 shall survive the avoidance transfer or redemption by such Member of doubt, any provisions relating to indemnification its Units and the termination of a Member set forth in this Agreement shall be fully applicable to or the Tax Matters Representative in its capacity as such. The Tax Matters Representative shall receive no compensation for its services. The Tax Matters Representative may retain legal, accounting and other advisors to assist in performing its duties hereunder and all third-party costs and expenses incurred by the Tax Matters Representative in performing its duties as such (including legal and accounting fees and any out-of-pocket expenses) shall be borne by dissolution of the Company.