Partnership Representative definition
Examples of Partnership Representative in a sentence
The Partnership Representative shall obtain the prior written consent of Holdings (not to be unreasonably withheld, delayed or conditioned) before (i) making an election under Section 6226(a) of the Code (or any analogous provision of state or local Law) or (ii) taking any material action under the Partnership Tax Audit Rules that would reasonably be expected to have a disproportionate (compared to Pubco) and material adverse effect on Holdings, in the case of each of clauses (i) and (ii).
For purposes of making such Safe Harbor election, the Partnership Representative is hereby designated as the “partner who has responsibility for federal income Tax reporting” by the Company and, accordingly, that execution of such Safe Harbor election by the Partnership Representative constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice.
Additionally, the Partnership Representative shall not (and the Company shall not (and shall not authorize the Partnership Representative to)) settle, compromise or abandon any Specified Audit in a manner that would reasonably be expected to have a disproportionate (as compared to Pubco) and material adverse effect on Holdings (or its direct or indirect equityholders) without Holdings’ prior written consent (not to be unreasonably withheld, delayed or conditioned).
The Partnership Representative or the Company shall promptly provide Holdings with copies of all material correspondence between the 27 Partnership Representative or the Company (as applicable) and any Governmental Entity in connection with such Specified Audit and shall give Holdings a reasonable opportunity to review and comment on any material correspondence, submission (including settlement or compromise offers) or filing in connection with any such Specified Audit.