Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall be or shall appoint in its sole discretion, the Partnership Representative of the Partnership. In respect of an income tax audit of any tax return of the Partnership, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Partnership, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (A) the Partnership Representative shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and all Partners, (B) all expenses incurred by the Partnership Representative in connection therewith (including attorneys’, accountants’ and other advisors’ fees) shall be expenses of, and payable by, the Partnership and (C) no Partner shall have the right to participate in the audit of any Partnership tax return or any administrative or judicial proceedings conducted by the Partnership or the Partnership Representative arising out of or in connection with any such audit. The Partnership Representative shall keep the General Partner reasonably informed as to the progress of and any settlement of any tax examinations, audits or proceedings. The Partnership Representative shall use commercially reasonable efforts to allocate the burden of any material taxes (and any interest, penalties and expenses related thereto) that are payable by the Partnership as a result of any adjustments arising from an audit or other tax proceeding involving the Partnership to the Partners or former Partners to which such taxes, interest, penalties and related expenses are attributable. The Partnership may, at the direction of the Partnership Representative, make the election described in Section 6226(a) of the Code with respect to any partnership adjustments for each taxable year and, if an election described in Section 6226(a) of the Code is not made with respect to any partnership adjustments and the Partnership pays an imputed underpayment pursuant to Section 6225 of the Code, the Partnership Representative shall use reasonable efforts to cause the Partnership to treat the portion of such imputed underpayment attributable to a Partner as an advance pursuant to Section 5.2(d). Notwithstanding this Section 10.5(a), the Partnership Representative is authorized to take any action permitted under Section 6223 of the Code or under any ...
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall designate itself or another Person to serve as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code (as amended by the Bipartisan Budget Act of 2015) (the “Partnership Representative”) in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. If the Person designated by the General Partner to serve as the Partnership Representative is not an individual, the General Partner shall also appoint an individual (the “Designated Individual”) through whom the Partnership Representative acts in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. The General Partner shall also designate a new Partnership Representative if the Partnership Representative resigns or appoint a new Designated Individual if the Designated Individual resigns. The General Partner is authorized to revoke and replace from time to time the Partnership Representative or the Designated Individual in accordance with Treasury Regulations Section 301.6223-1 or any other applicable Service guidance. The General Partner shall make all designations and appointments under similar or analogous state, local or non-U.S. laws. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative. The Partnership Representative shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the Partnership Representative on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative, and the provisions relating to indemnification of the General Partner set forth in Section 6.3 of this Agreement shall be fully applicable to the Partnership Representative and its Designated Individual, if any, acting as such.
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code and, in each case, any similar provisions under any state, local or foreign tax law. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized or required by the Code to be taken by the Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative, shall constitute Partnership expenses.
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code and any similar provisions under any state, local or foreign tax law, and the Partnership Representative shall appoint a designated individual with substantial presence in the United States through which the Partnership Representative will act. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required by the Code for the Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses.
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code and any similar provisions under any state, local or foreign tax law, and the Partnership Representative shall appoint a designated individual with substantial presence in the United States through which the Partnership Representative will act. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required by the Code for the Partnership
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall designate each year a “partnership representative” (within the meaning of Section 6223(a) of the Code) (the “Partnership Representative”) of the Partnership which may be the General Partner and shall be the General Partner if no other Person is designated. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS or to retain the services of a Partnership Representative, and all out-of-pocket expenses and fees incurred by the Partnership Representative shall constitute Partnership expenses. Any person who serves as Partnership Representative shall not be liable to the Partnership or any Partner for any action it takes or fails to take in such capacity, unless such action or failure to act constitutes bad faith, willful misconduct, gross negligence, fraud or a material breach of this Agreement. The Partnership Representative is authorized to and shall represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings (each a “Tax Audit” and collectively, “Tax Audits”), and to expend Partnership funds for professional services and costs associated therewith.
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) BBA Audit Rules.
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “Partnership Representative” within the meaning of Section 6223(a) of the Code and, in each case, any similar provisions under any state, local or foreign tax law. As Partnership Representative, as applicable, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative. For the avoidance of doubt, without limiting the generality of the foregoing, the General Partner (or its appointee), in its capacity as Partnership Representative, shall have the power in its sole and absolute discretion to:
Partnership Representative; Tax Elections; Special Basis Adjustments. (a) The General Partner shall act as or appoint the “partnership representative” within the meaning of Section 6223(a) of the Code and, to the extent necessary, a “designated individual” within the meaning of Regulations Section 301.6223-1(b) through whom the “partnership representative” may act for purposes of implementing the provisions of this Section 10.5 and Sections 6221 through 6241 of the Code (as amended by the Bipartisan Budget Act of 2015) (such “partnership representative” and “designated individual,” collectively, the “Partnership Representative”) and the equivalent for applicable state and local tax purposes. As Partnership Representative, the General Partner (or its appointee) shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative. The General Partner (or its appointee) shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner (or its appointee) on behalf of the Partnership as Partnership Representative shall constitute Partnership expenses. Each Partner shall provide such cooperation and assistance as is reasonably requested by the Partnership Representative. The taking of any action and the incurring of any expense by the Partnership Representative in connection with any such action, except to the extent required by law, is a matter in the sole and absolute discretion of the Partnership Representative and the provisions relating to indemnification of the General Partner set forth in Section 6.3 hereof shall be fully applicable to the Partnership Representative in its capacity as such.
Partnership Representative; Tax Elections; Special Basis Adjustments. 10.5.1 The General Partner shall be the “partnership representative” for purposes of Section 6223 and 6231 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, and shall, at the Partnership’s expense, cause to be prepared and timely filed after the end of each taxable year of the Partnership all federal and state income tax returns required of the Partnership for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the General Partner shall also serve in such capacity. The Partnership shall make such elections pursuant to the provisions of the Code as the General Partner, in its sole discretion, deems appropriate (including, in the General Partner’s sole discretion, an election under Section 754 of the Code or an election to have the Partnership treated as an “electing investment partnership” for purposes of Section 743 of the Code).
