Partnership Audits. (a) The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. The General Partner shall also serve as the Partnership Representative, and the General Partner shall not delegate such function (or any portion of it) without the approval of the Special General Partner. In the event that any such delegation to another Person is approved by the Special General Partner, the provisions of this Agreement relating to the Partnership Representative shall apply to such Person when performing such function.
Partnership Audits. (a) With respect to any Subsidiary of the Transferred Company that is a partnership for U.S. Federal income tax purposes, for all taxable periods that end on or before the Closing Date, Buyer and Seller shall use commercially reasonable efforts to cause Seller, or its designated representative, to be the “partnership representative” or “tax matters partner”, as applicable.
Partnership Audits. (a) The Partnership Representative shall be permitted to take any and all actions under the BBA Rules, and shall have any and all powers necessary to perform fully in such capacity. In such regard, the authority of the Partnership Representative shall include the authority to represent the Partnership before taxing authorities and courts in tax matters affecting the Partnership and the Partners in their capacity as such and the authority, in its sole discretion (but subject to the final sentence of this 9.3(a)), to make any election under the BBA Rules, including the election under Section 6226 of the Internal Revenue Code in connection with any audit. The Partnership Representative shall keep the Partners informed of any material administrative and judicial proceedings and any election described in the preceding sentence. Any Partner (including any Former Partner) that is in dispute with any tax authority in relation to a matter relating to the Partnership shall notify the Partnership Representative within thirty (30) calendar days or as Highly Confidential and Trade Secret promptly as practicable thereafter following the occurrence of the dispute, and if the Partnership Representative reasonably determines that the matter is of material relevance to the tax position of the Partnership, such Partner shall consult in good faith with the Partnership Representative (or any advisor appointed by the General Partner for the purpose) as to how that dispute is to be handled. Any Partner (including any Former Partner) that enters into a settlement agreement with respect to any Partnership item shall notify the Partnership Representative of such settlement agreement and its terms within thirty (30) calendar days after the date of settlement. Each Partner shall provide the Partnership Representative any tax information reasonably requested so that the Partnership Representative can implement the provisions of this Section 9.3 (including by making any election permitted hereunder), and conduct any tax audit or similar proceeding of the Partnership. The General Partner shall notify each Limited Partner of the identity of the Partnership Representative if it designates a Person other than the General Partner to act as such. If the Partnership Representative is not the General Partner, the Partnership Representative shall consult with the General Partner as to how to conduct any material administrative and judicial proceedings or whether to make any election under the B...
Partnership Audits. Notwithstanding anything herein to the contrary, the Company shall make a “push out” election under Section 6226 of the Code (and any corresponding provisions of Applicable Law) with respect to any “imputed underpayment” (within the meaning of Section 6225 of the Code) or any interest or penalty related thereto relating to any Pre-Closing Tax Period and the Parties hereby agree to reasonably cooperate (or cause their Affiliates to cooperate) with any and all actions necessary to facilitate any such election.
Partnership Audits. (i) Stagwell shall promptly notify MDC or, after the Closing, New MDC, following receipt of any notice of any Tax audit, examination, or similar proceeding, and any administrative or judicial proceeding involving any Stagwell Subject Entity with respect to any Pre-Closing Tax Period pursuant to the Partnership Audit Rules (any such proceeding, a “Stagwell Partnership Audit”).
Partnership Audits. To the extent the Internal Revenue Service proposes an adjustment to any item of income, gain, loss, deduction or credit of the Company or any applicable Subsidiary, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code, the Company or applicable Subsidiary shall be permitted to make an election described in Section 6226 of the Code.
Partnership Audits. After Closing, Buyer shall notify Seller of any Tax audit, dispute or proceeding with respect to Pennant Midstream or the Pennant Subsidiaries for any period, or portion thereof, ending on or prior to the Closing Date. Buyer shall keep Seller reasonably informed with respect to actions or decisions with respect to such matter that could reasonably be expected to adversely increase Seller’s liability for Taxes with respect to any taxable period ending on or prior to the Closing Date.
Partnership Audits. (a) The General Partner (or such Person as may be designated by the General Partner) shall be designated, in the manner prescribed by applicable law, as the Partnership Representative and shall appoint or revoke the appointment of the Designated Individual. The Partnership Representative and Designated Individual (as relevant) shall be authorized to act on behalf of the Partnership in respect of Partnership tax audits. In the event the Partnership shall be the subject of an income tax audit by any U.S. federal, state or local authority, to the extent the Partnership is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Partnership Representative shall be authorized to act for the Partnership. All expenses incurred in connection with any such audit, investigation, settlement or review shall be borne by the Partnership. The Partnership Representative shall (i) keep the Partners informed as to the status of any tax audit, (ii) promptly deliver to the Partners copies of any substantive written communications or notices received by the Partnership Representative in connection with any such tax audit, and (iii) if the Partnership Representative intends to respond to such communications or notices, permit the Partners to provide comments thereto, which comments the Partnership Representative shall consider in good faith. The Partnership Representative shall give advance notice to the Partners of any tax audit, tax hearings or other proceedings relating to the tax matters of the Partnership and shall give prompt notice to the Partners upon the conclusion of any tax audit, tax hearings or other material proceedings relating to the tax matters of the Partnership and shall cooperate in good faith to provide information reasonably requested in respect thereof.
Partnership Audits
