Common use of Tax Representative Clause in Contracts

Tax Representative. The Board of Managers shall be designated the “partnership representative” within the meaning of Code Section 6223(a) and any similar state and local provision of law and, as necessary, shall designate an individual with reasonable knowledge of the tax matters of the Company to be the “designated individual” within the meaning of Treasury Regulation Section 301.6223- 1; provided that such “designated individual” shall be subject to the same fiduciary duties to the Company as the Board of Managers and the Board of Managers shall remain ultimately responsible for its duties and responsibilities hereunder (the “partnership representative” and the “designated individual,” collectively, the “Tax Representative”) and the Board of Managers shall be authorized to take any actions necessary under Treasury Regulations or other guidance to cause the Board of Managers to be designated as such and the Members shall take such other actions as may be requested by the Board of Managers to ratify or confirm such designation. In connection with this designation: (i) the Company and each Member (including any former Member) agree that they shall be bound by the actions taken by the Tax Representative, as described in Code Section 6223(b); (ii) the Members consent to the election set forth in Code Section 6226(a) and agree to take any action, and furnish the Board of Managers with any information necessary, to give effect to such election if the Board of Managers decides to make such election; (iii) any imputed underpayment imposed on the Company (or any fiscally transparent entity in which the Company owns an interest) pursuant to Code Section 6232 (and any related interest, penalties or other additions to tax) that the Board of Managers reasonably determines is attributable to one or more Members (including any former Member) shall be promptly paid by such Members to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Board of Managers’ request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the Prime Rate plus two percent (2%)); and (iv) Sections 14.3 and 14.4 shall apply to the Board of Managers in its capacity as Tax Representative. The Board of Managers shall use reasonable efforts to make any modifications to an imputed underpayment available under Code Sections 6225(c)(3), (4) and (5). The Board of Managers shall allocate any imputed underpayment, interest, and related costs described in clause (iii) above among the Members in an equitable manner, taking into account the status of each Member, including, for the avoidance of doubt, a Member’s tax exempt status. The Board of Managers, in its capacity as the Tax Representative, shall be authorized to take any of the foregoing actions (or any similar actions), to the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 12.7, the following shall apply: (i) each Member agrees that notwithstanding any other provision in this Agreement if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 12.7 as if it were a Member at the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand by the Board of Managers, such transferee shall be jointly and severally liable with such transferor for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member for purposes of this Section 12.7. The Board of Managers will provide prompt written notification to each Member in the event of any audit of the Company by the United States Internal Revenue Service.

Tax Representative. (a) The Board of Managers Initial Member shall be designated the “partnership representative” of the Company within the meaning of Code Section 6223(a) and any similar state and local provision of law and, as necessary, shall designate an individual with reasonable knowledge of the tax matters of Code (the Company to “Partnership Representative”). Further, R▇▇▇ ▇▇▇▇▇▇ shall be appointed as the “designated individual” within in the meaning of manner as described in Treasury Regulation Section 301.6223- 1; provided that such “designated individual” 301.6223-1(b)(3)(ii). (b) The Partnership Representative shall be subject have the right to the same fiduciary duties to make on behalf of the Company as the Board of Managers any and the Board of Managers shall remain ultimately responsible for its duties all elections and responsibilities hereunder (the “partnership representative” and the “designated individual,” collectively, the “Tax Representative”) and the Board of Managers shall be authorized to take any and all actions necessary under Treasury Regulations or other guidance to cause the Board of Managers that are available to be designated as such made or taken by the Partnership Representative or the Company under the Code (including an election under Section 6221(b) or 6226(a) of the Code), and the Members shall take such other actions as may be requested by the Board Partnership Representative consistent with any such elections made and actions taken by the Partnership Representative, including filing amended tax returns and paying any tax due in accordance with Section 6225(c)(2) of Managers the Code, it being understood that no such amended tax return shall be filed in accordance with such section with respect to ratify the Company without the advance written consent of the Partnership Representative in its sole discretion. The Partnership Representative shall have the authority to amend this Agreement to make any changes in good faith consultation with the Company’s tax accountants and tax counsel as are necessary or confirm such designation. In connection with this designationappropriate: (i) to reduce any Company level assessment under Section 6226 of the Company and each Member (including any former Member) agree that they shall be bound by the actions taken by the Tax Representative, as described in Code Section 6223(b)Code; (ii) to determine any apportionment of any tax; or (iii) to comply with the Members consent Code and administrative, judicial or legislative interpretations thereof or changes thereto. (c) Each Member shall provide to the election set forth Partnership Representative such information (or, if applicable, certify as to filing of initial or amended tax returns) as is reasonably requested by the Partnership Representative to enable the Partnership Representative (i) to reduce any Company level assessment under Section 6226 of the Code, (ii) to determine the allocation of any item of income, gain, loss, deduction or credit of any such Company level assessment among the Members, in Code Section 6226(agood faith consultation with the Company’s tax accountants and tax counsel, (iii) and agree to take any action, and furnish all actions that are available to be made or taken by the Board of Managers with any information necessary, to give effect to such election if the Board of Managers decides to make such election; (iii) any imputed underpayment imposed on Partnership Representative or the Company under the Code, or (iv) to comply with or be eligible to invoke any fiscally transparent entity aspect of the Code in which any other respect. (d) In the event the Company owns an interestincurs any liability for taxes, interest or penalties: (i) pursuant to Code Section 6232 (and any related interestThe Partnership Representative may, penalties or other additions to tax) that if such amounts are material, shall, cause the Board of Managers reasonably determines is attributable to one or more Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative, in its sole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be promptly treated as a Capital Contribution; and (ii) Any amount not paid by such Members to the Company a Member (pro rata in proportion to their respective shares of such underpaymentor former Member) within fifteen ten (1510) days following the Board receipt of Managers’ the request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at delivered by the Prime Rate plus two percent (2%)); and (iv) Sections 14.3 and 14.4 shall apply to the Board of Managers in its capacity as Tax Representative. The Board of Managers shall use reasonable efforts to make any modifications to an imputed underpayment available under Code Sections 6225(c)(3), (4) and (5). The Board of Managers shall allocate any imputed underpayment, interest, and related costs described in clause (iii) above among the Members in an equitable manner, taking into account the status of each Member, including, for the avoidance of doubt, a Member’s tax exempt status. The Board of Managers, in its capacity as the Tax Representative, Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions), to the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 12.7, the following shall apply: (i) each Member agrees that notwithstanding any other provision in this Agreement if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 12.7 as if it were a Member at the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand by the Board of Managers, such transferee shall be jointly and severally liable with such transferor for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member treated for purposes of this Agreement as a Withholding Advance governed by Section 12.77.04(b) hereof. (e) The obligations of each Member (or former Member) under this Section 11.02 shall survive the Transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company. (f) The Partnership Representative shall prepare or cause to be prepared all tax returns required of the Company, which returns shall be reviewed in advance of filing by a certified public accountant selected by the Members. The Board Members shall file their individual or corporate returns in a manner consistent with the Company’s tax and information returns. (g) The Partnership Representative may, if it determines that the retention of Managers will provide prompt written notification to each Member accountants or other professionals would be in the event best interests of the Company, retain such accountants or professionals to assist in any audits. The Company shall indemnify and reimburse the Partnership Representative for all expenses, including legal and accounting fees, claims, liabilities, losses and damages to the extent borne by the Partnership Representative, incurred in connection with any administrative or judicial proceeding with respect to any audit of the Company Company’s tax returns. The taking of any action and the incurring of any expense by the United States Internal Revenue ServicePartnership Representative in connection with any such proceeding, except to the extent required by Applicable Law, is a matter in the sole discretion of the Partnership Representative. (h) The Partnership Representative may resign at any time. If the Initial Member ceases to be the Partnership Representative for any reason, the holders of a majority of the Class A Units shall appoint a new Partnership Representative.

Tax Representative. (a) The Board of Managers General Partner shall be designated the “partnership representative” within the meaning of Code Section 6223(a) and any similar state and local provision of law and, act as necessary, shall designate an individual with reasonable knowledge of the tax matters partner of the Company Partnership (if applicable), as such term is defined in Section 6231(a)(7) of the Code in effect for years prior to be the “designated individual” within the meaning of Treasury Regulation Section 301.6223- 1; provided that such “designated individual” shall be subject to the same fiduciary duties to the Company 2019. and as the Board partnership representative of Managers and the Board Partnership, as such term is defined in Section 6223 of Managers shall remain ultimately responsible for its duties and responsibilities hereunder the Code (the “partnership representative” and the “designated individual,” collectively, the “Tax Representative”), and shall have all the powers and duties assigned to a “tax matters partner” (if applicable) and/or a “partnership representative” under the Code and the Board Regulations promulgated thereunder. The Partners agree to perform all acts necessary under Section 6223 of Managers the Code and the Regulations thereunder to designate the General Partner as the Tax Representative and, if applicable, under Section 6231 of the Code and the regulations thereunder in effect for years prior to 2019. Notwithstanding anything herein to the contrary, the Tax Representative shall, upon receipt of notice from the IRS, give notice of an administrative proceeding with respect to the Partnership to all Partners in accordance with, and as if such Partners were each a “notice partner” pursuant to, Section 6231(a)(8) of the Code in effect for years prior to 2019. (b) The Tax Representative shall be authorized entitled to take any actions reimbursement from the Partnership for such expenses as are necessary under Treasury Regulations or other guidance to cause the Board of Managers to be designated in fulfilling its role as such and the Members shall take such other actions as may be requested by the Board of Managers to ratify or confirm such designation. In connection with this designation: (i) the Company and each Member (including any former Member) agree that they shall be bound by the actions taken by the Tax Representative, as described in Code Section 6223(b); (ii) . The provisions relating to indemnification of the Members consent to the election General Partner set forth in Code Section 6226(a) and agree to take any action, and furnish the Board 4.6 of Managers with any information necessary, to give effect to such election if the Board of Managers decides to make such election; (iii) any imputed underpayment imposed on the Company (or any fiscally transparent entity in which the Company owns an interest) pursuant to Code Section 6232 (and any related interest, penalties or other additions to tax) that the Board of Managers reasonably determines is attributable to one or more Members (including any former Member) this Agreement shall be promptly paid by such Members fully applicable to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Board of Managers’ request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the Prime Rate plus two percent (2%)); and (iv) Sections 14.3 and 14.4 shall apply to the Board of Managers Tax Representative in its capacity as such. (c) The Tax RepresentativeRepresentative shall receive no compensation for its services. The Board of Managers All third party costs and expenses incurred by the Tax Representative in performing its duties as such (including legal and accounting fees and expenses) shall use reasonable efforts be borne by the Partnership. Nothing herein shall be construed to make any modifications restrict the Partnership from engaging an accounting, legal and/or other firm to an imputed underpayment available under Code Sections 6225(c)(3)assist the Tax Representative in discharging its duties hereunder, (4) and (5). The Board of Managers shall allocate any imputed underpayment, interest, and related costs described in clause (iii) above among the Members in an equitable manner, taking into account the status of each Member, including, for the avoidance of doubt, a Member’s tax exempt status. The Board of Managers, in its capacity so long as the Tax Representative, shall be authorized to take any of the foregoing actions (or any similar actions), to the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 12.7, the following shall apply: (i) each Member agrees that notwithstanding any other provision in this Agreement if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 12.7 as if it were a Member at the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand compensation paid by the Board of Managers, such transferee shall be jointly and severally liable with such transferor Partnership for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member for purposes of this Section 12.7. The Board of Managers will provide prompt written notification to each Member in the event of any audit of the Company by the United States Internal Revenue Serviceservices is reasonable.

Tax Representative. The Board (a) For purposes of Managers Section 7.3, all references to provisions of the Code shall be to such provisions as set forth in the 2018 Audit Rules. (b) Unless and until the Members designate otherwise, the Manager shall be the Company’s designated the “partnership representative” within the meaning of Code Section 6223(a) and any similar state and local provision of law and, as necessary, shall designate an individual with reasonable knowledge of the tax matters of the Company to be the “designated individual” within the meaning of Treasury Regulation Section 301.6223- 1; provided that such “designated individual” shall be subject to the same fiduciary duties to the Company as the Board of Managers and the Board of Managers shall remain ultimately responsible for its duties and responsibilities hereunder 6223 (the “partnership representative” and the “designated individual,” collectively, 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 Board Company is eligible to elect out of Managers the application of Subchapter C of Chapter 63 of the Code, pursuant to Code Section 6221(b) (or successor provision), the Tax Representative shall be authorized to take any actions necessary under Treasury Regulations or other guidance use reasonable efforts to cause the Board of Managers Company to be designated as make such and the Members shall take such other actions as may be election unless otherwise requested by the Board Manager after consultation with the Company’s tax advisor. (d) The obligations of, and authority granted to, the Tax Representative under this Section 7.3 shall take into account the 2018 Audit Rules. (a) The Tax Representative shall arrange for the preparation and timely filing of Managers all returns relating to ratify Company income, gains, losses, deductions and credits, as necessary for federal, state and local income tax purposes, and shall have the authority to make any election (or confirm such designation. In refrain from making any election) on behalf of the Company for income tax purposes and otherwise make any determination concerning income tax matters of the Company, except as specifically provided in this Agreement. (b) The Tax Representative is authorized and required to represent the Company in connection with this designation: (i) any administrative proceeding at the Company and each Member (including any former Member) agree that they shall be bound by level with the actions taken by the Tax Representative, as described in Code Section 6223(b); (ii) the Members consent IRS relating to the election set forth determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes. (c) The Tax Representative shall inform each other Member of all significant matters that may come to its attention in Code Section 6226(aits capacity as Tax Representative by giving notice thereof within ten (10) and agree days after becoming aware thereof and, within such time, shall forward to take any action, and furnish the Board each other Member copies of Managers with any information necessary, to give effect to all significant written communications it may receive in such election if the Board of Managers decides to make such election; capacity. (iiie) any Any imputed underpayment imposed on the Company (or any fiscally transparent entity in which the Company owns an interest) pursuant to Code Section 6232 of the Code under the 2018 Audit Rules (and any related interest, penalties or other additions to tax) that the Board of Managers Company reasonably determines is attributable to one or more Members (including Members, or any former Member) Members, shall be promptly paid by such Members Members, and such former Members, to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Board of Managers’ Company’s request for payment (and any payment. Any failure to timely pay such amount shall accrue an interest charge equal to the Wall Street Journal Prime Rate plus 2.50% and result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the Prime Rate plus two percent (2%)); and (iv) Sections 14.3 and 14.4 shall apply to the Board of Managers in its capacity as Tax Representative. The Board of Managers shall use reasonable efforts to make any modifications to an imputed underpayment available under Code Sections 6225(c)(3), (4) and (5). The Board of Managers shall allocate any imputed underpayment, interest, and related costs described in clause (iii) above among the Members in an equitable manner, taking into account the status of each Member, including, for the avoidance of doubt, a or such former Member’s tax exempt status. The Board of Managers, in its capacity as the Tax Representative, shall be authorized to take any of the foregoing actions (or any similar actions), to the extent necessary to allow the Company to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. Regarding the potential obligation of a former Member under this Section 12.7, the following shall apply: (i) each Member agrees that notwithstanding any other provision in this Agreement if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 12.7 as if it were a Member at the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand by the Board of Managers, such transferee shall be jointly and severally liable with such transferor for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member for purposes of this Section 12.7. The Board of Managers will provide prompt written notification to each Member in the event of any audit of the Company by the United States Internal Revenue Service.

Tax Representative. The Board (a) This Section 10.4 shall become effective commencing as of Managers January 1, 2018. Upon its effectiveness, all references in this Agreement to "Tax Matters Partner" shall be replaced with "Tax Representative" and all references throughout this Agreement to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015, 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(a) and any similar state and local provision of law and, as necessary, shall designate an individual with reasonable knowledge of the tax matters of the Company to be the “designated individual” within the meaning of Treasury Regulation Section 301.6223- 1; provided that such “designated individual” shall be subject to the same fiduciary duties to the Company as the Board of Managers and the Board of Managers shall remain ultimately responsible for its duties and responsibilities hereunder 6223 (the “partnership representative” and the “designated individual,” collectively, the “Tax 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 Board 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, the Tax Representative shall promptly notify the Members upon the receipt of Managers shall be authorized a notice of final partnership adjustment, and shall, within 30 days after the receipt of such notice, take such actions as it deems reasonably necessary (including whether to take any actions necessary under Treasury Regulations or other guidance file a petition in Tax Court) to cause the Board Company to pay the amount of Managers any such adjustment under Code Section 6225, or make the election under Code Section 6226. (e) If any "partnership adjustment" (as defined in Code Section 6241(2)) is finally determined with respect to be designated as such the Company, and the Tax Representative has not caused the Company to make the election under Code Section 6226, then (i) the Members shall take such other actions as may be requested by the Board of Managers to ratify or confirm such designation. In connection with this designation: (i) the Company and each Member (including any former Member) agree that they shall be bound by the actions taken by the Tax Representative, as described including filing amended tax returns and paying any tax due in accordance with Code Section 6223(b6225(c)(2); (ii) the Members consent to the election set forth in Code Section 6226(a) and agree to take any action, and furnish the Board of Managers with any information necessary, to give effect to such election if the Board of Managers decides to make such election; (iii) any imputed underpayment imposed on the Company (or any fiscally transparent entity in which the Company owns an interest) pursuant to Code Section 6232 (and any related interest, penalties or other additions to tax) that the Board of Managers reasonably determines is attributable to one or more Members (including any former Member) shall be promptly paid by such Members to the Company (pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Board of Managers’ request for payment (and any failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the Prime Rate plus two percent (2%)); and (iv) Sections 14.3 and 14.4 shall apply to the Board of Managers in its capacity as Tax Representative. The Board of Managers Representative shall use commercially reasonable efforts to make any modifications to an imputed underpayment available under Code Sections Section 6225(c)(3), (4) and (5). The Board of Managers shall allocate any imputed underpayment, interest, ; and related costs described in clause (iii) above 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 in an equitable manner, taking into account of the status of each Member, including, Company for the avoidance of doubt, a Member’s tax exempt status. The Board of Managers, taxable year in its capacity which the adjustment is finalized in such manner as may be necessary (as determined by the Tax Representative, shall be authorized to take any of the foregoing actions (or any similar actions)Representative in good faith) so that, to the maximum extent necessary to allow 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 comply 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 audit provisions adjustments of the Bipartisan Budget Act Company, and the Members shall take such actions reasonably requested by the Tax Representative in furtherance of 2015. Regarding the potential obligation such administrative adjustment request. (g) The obligations of a each Member or former Member under this Section 12.7, 10.4 shall survive the following shall apply: (i) each transfer or redemption by such Member agrees that notwithstanding any other provision in of its Units and the termination of this Agreement if it is no longer a Member it shall nevertheless be obligated for any responsibilities under this Section 12.7 as if it were a Member at or the time of demand hereunder; and (ii) the Board of Managers will not consent to the transfer of interest of any Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within twenty (20) days following written demand by the Board of Managers, such transferee shall be jointly and severally liable with such transferor for such obligation and the Board of Managers may thereafter treat the transferee as the relevant Member for purposes of this Section 12.7. The Board of Managers will provide prompt written notification to each Member in the event of any audit dissolution of the Company by the United States Internal Revenue ServiceCompany.