Common use of Tax Controversies Clause in Contracts

Tax Controversies. (a) Vivid Seats shall be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as such.

Tax Controversies. With respect to tax periods ending after December 31, 2017, the Managing Member (aor its permitted designee) Vivid Seats shall be is hereby designated the “partnership representative” (or “PR”) of the Company for purposes of, and in accordance with, Section 6223 of the Code (the “Partnership Tax Audit RulesRepresentative”). With respect to tax periods ending on or prior to December 31, and2017, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats Managing Member (or its permitted designee) shall act as the PR “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at in effect during such tax period) (the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take“Tax Matters Member”), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be Partnership Representative or the Tax Matters Member, as applicable, is authorized and required to represent the Company (at the Company’s expense) in connection with all audits tax audits, litigations, contests, examinations, controversies and examinations other similar proceedings of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s Company funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf Each holder of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder Units agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which The Partnership Representative or Tax Matters Member, as applicable, shall keep the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request Managing Member fully informed of the PR progress of any examinations, audits or designated individualother proceedings, it being agreed that no holder of Units (other than the Company shallManaging Member (or its permitted designee), to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as suchPartnership Representative or Tax Matters Member) shall have any right to participate in any such examinations, audits or other proceedings. Each Member hereby agrees to (i) take such actions as may be required to effect the designation of the Managing Member (or its designee) as the Partnership Representative or Tax Matters Member, (ii) to cooperate to provide any information or take such other actions as may be reasonably requested by the Partnership Representative in order to determine whether any Imputed Underpayment Amount may be modified pursuant to Section 6225(c) of the Code, and (iii) to, upon the request of the Partnership Representative, file any amended U.S. federal income tax return and pay any tax due in connection with such tax return in accordance with Section 6225(c)(2) of the Code. Notwithstanding the foregoing, the Partnership Representative and the Tax Matters Member shall be subject to the control of the Managing Member pursuant to Section 8.2 and shall not settle or otherwise compromise any issue in any such examination, audit or other proceeding without first obtaining approval of the Managing Member and shall make an election under Section 6226 of the Code with respect to any partnership income tax audit for taxable years beginning after December 31, 2017, unless the Managing Member determines not to make such an election.

Tax Controversies. (a) Vivid Seats shall be The Managing Member is hereby designated as the “partnership representative” (or “PR”) of the Company (the “Partnership Representative”) for purposes of Section 6223 of the Code and all applicable non-U.S. tax purposes. The Partnership Representative shall have the right to designate the individual or individuals through whom the Partnership Tax Audit Rules, and, as such, shall be authorized to designate Representative will act. In the event of any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, and to expend the Managing Member shall control the conduct of such examinations at the Company’s expense and shall expend Company funds for professional services and reasonably incurred in connection therewith. In addition; provided, that the PR Managing Member shall have promptly provide each other Member a written notice informing the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at Members that the Company level with the Internal Revenue Service or any other taxing of its Subsidiaries, as applicable, is the subject of an examination by a tax authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its a material tax return or that could result in a material amount of taxes (including taxes imposed on Members; provided), in shall keep each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder other Member reasonably informed with respect toof material developments relating to such examination and not settle such examination, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate relating to issues the resolution of which would a matter that could reasonably be expected to affect have an adverse effect on any Member that is material and disproportionate as to its effect on other Members or their Affiliates, without the tax liability consent of such Unitholder adversely affected Member, which consent shall not be unreasonably withheld or delayed; provided that in no event shall the Partnership Representative settle any examination without the consent of Impala if such Unitholdersettlement relates to the treatment of Impala’s consenttransfer of assets and liabilities to the Company. Unless otherwise approved by all Members, such consent not in the event of an audit by the IRS, the Partnership Representative shall make, on a timely basis, the election provided by Section 6226(a) of the Code, and any corresponding elections applicable for state and local tax purposes, to treat a “partnership adjustment” as an adjustment to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested taken into account by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf Member in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request Section 6226(b) of the PR or designated individualCode. For the avoidance of doubt, it is the intent of the Members that the Company shallbe required to pay no amount pursuant to Section 6225 of the Code, or pursuant to any corresponding provision of state or local Law, but if the fullest extent permitted by law, reimburse and indemnify Company does pay such an amount then the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as suchprovisions of Section 5.05 shall apply.

Tax Controversies. (a) Vivid Seats shall be Black Knight is hereby designated the “partnership representativePartnership Representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, and shall be authorized to designate any other Person selected by Vivid Seats serve as the partnership representative. Each Member, by execution representative (as defined in Section 6223 of this Agreement, hereby consents to the appointment of Vivid Seats (Code) and any similar role under any similar state or its designee) as the PR as set forth herein local law and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings; provided, however, that at all times the Partnership Representative shall serve in such capacity under the oversight, and to expend at the Company’s funds for professional services and reasonably incurred in connection therewithdirection, of the Board. In addition, the PR The Partnership Representative shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, designate from time to time a “designated individual” to act on behalf of the Partnership Representative, and such designated individual shall be subject to replacement by the Partnership Representative. Each Member agrees that any action taken by the Partnership Representative in connection with audits of the Company shall be binding upon such Members and each such Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s return and that such Member shall not independently act with respect to tax audits or tax litigation affecting the Company, any unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. The Company shall, at the Company’s expense, make its employees and outside tax professionals available to Black Knight as reasonably requested by Black Knight to assist and advise Black Knight in connection with its duties as the Partnership Representative. To the extent and in the manner provided by applicable Code sections and regulations thereunder, the Partnership Representative shall (a) inform each Member of administrative or judicial proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes, (b) furnish a copy of each notice or other action communication received by the Partnership Representative from the IRS to each Member, except such notices or communications as are sent directly to such Member by the IRS and (c) reasonably consult with Cannae and THL on its approach to any such proceedings. If Black Knight ceases to be the Partnership Representative for any reason, the Class A Members, by a vote of a Majority in Interest of the Class A Members, shall appoint a new Partnership Representative. The Partnership Representative may resign at any time. The Company shall reimburse the Partnership Representative for any expenses that the Partnership Representative incurs in connection with its obligations as the Partnership Representative. In the event that the Company level is liable for Federal income taxes, including interest and penalties thereon, pursuant to Section 6225 of the Code (and/or any successor provisions thereto), with respect to any adjustment resulting from a Federal income tax audit of the Internal Revenue Service Company or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit entity that is treated as transparent for federal Federal income tax purposes or otherwise relating to and in which the Company owns an interest, the Partnership Tax Audit RulesRepresentative shall use commercially reasonable efforts and take commercially reasonable action to allocate any such taxes, penalties or interest to those Members or former Members to whom such amounts are attributable, as reasonably determined by the Partnership Representative taking into account the Code, Regulations and other applicable guidance thereon and the applicable facts and circumstances, including the tax status, action or inaction of each Member. In the case of any partnership adjustment resulting from an income tax audit of the Company, the Company (i) shall, at Cannae and THL’s expense, use reasonable best efforts to obtain any available “modification” on account of Cannae and THL’s (or its underlying owners’) tax status or attributes or otherwise; provided that Cannae and THL timely furnishes the Company all relevant information necessary to obtain such modification, and (ii) make any election under shall allocate the benefit of such modification to Cannae or THL. Neither the Partnership Tax Audit Rules, and Representative nor the PR designated individual shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect be liable to the Company and or the Members for acts or omissions taken or suffered by it in its Members; provided, in each case, that capacity as long as any Unitholder owns 5% or more of either the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR Representative or designated individual, as the Company shallcase may be, to the fullest extent permitted by in good faith; provided that such act or omission is not in willful violation of this Agreement and does not constitute gross negligence, fraud or a willful violation of law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as such.

Tax Controversies. (a) Vivid Seats The Managing Member shall be the “partnership representative” (or “PR”) of the Company (the “Partnership Representative”) for purposes of Section 6223 of the Code. The Partnership Representative may be removed, and a new Partnership Representative appointed, by the Managing Member in accordance with the Code and the Treasury Regulations. The Partnership Representative shall be permitted to appoint any “designated individual” (or similar person) (a “Designated Individual”) permitted under Treasury Regulations Section 301.6223-1 or any successor regulations or similar provisions of tax law. If the Partnership Tax Audit Rules, and, as such, shall be authorized Representative appoints a Designated Individual pursuant to designate any other Person selected by Vivid Seats as Section 6223 of the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats Code and Treasury Regulations thereunder (or its designee) as the PR as set forth herein and agrees to executesimilar provisions of state, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary local or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to takeother tax laws), such other Designated Individual shall be subject to this Agreement in the same manner as the Partnership Representative (and references to the Partnership Representative shall include any such Designated Individual unless the context otherwise requires or shall mean solely the Designated Individual as needed to comply with applicable law). The Partnership Representative shall have the power to manage and represent the Company in any administrative proceeding of the IRS, and shall be indemnified by the Company for ​ all costs and expenses relating to serving in its capacity as the Partnership Representative. Each Member hereby agrees: (a) to take such actions as may be necessary pursuant required to effect the Managing Member’s designation as the Partnership Tax Audit Rules Representative, and (b) to cause such designationcooperate to provide any information as may be reasonably requested by the Partnership Representative in order to carry out the duties of the Partnership Representative under the Code. The PR shall be authorized and required to represent the Company (at the Company’s expense) in In connection with all audits and examinations any audit or examination of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedingsthe Partnership Representative shall reasonably determine the portion of any Imputed Underpayment Amount attributable to each Member or former Member, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority use reasonable best efforts to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf make the election described in Section 6226 of the Company, any administrative proceedings Code with respect to such Imputed Underpayment Amount or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under otherwise ensure that no Member is allocated or becomes liable for taxes (including penalties or interest) attributable to other Members or to a taxable year (or portion thereof) occurring prior to such Member’s admission to the Company. A Member’s obligation to comply with this Section shall survive the transfer, assignment or liquidation of such Member’s Interest in the Company. Notwithstanding the foregoing, the Partnership Tax Audit Rules, and the PR Representative shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect be subject to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more control of the outstanding Common Units, (A) the PR Managing Member pursuant to Section 8.2 and shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, not settle or otherwise compromise any issue in any such auditsexamination, examinations audit or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder other proceeding without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request first obtaining approval of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as suchManaging Member.

Tax Controversies. (a) Vivid Seats PubCo shall be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by Vivid Seats PubCo as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats PubCo (or its designee) as the PR as set forth herein in this Agreement and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as . As long as any Unitholder BT Assets owns 5% or more of the outstanding Common UnitsParticipating Units for the year in which any audit, examination or resulting proceeding takes place or for the year that is the subject of any audit, examination or resulting proceeding: (A) the PR shall notify such Unitholder BT Assets of, and keep such Unitholder BT Assets reasonably informed with respect to, any such auditsaudit, examinations examination or resulting proceedings proceeding the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, BT Assets; (B) such Unitholder BT Assets shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such auditsaudit, examinations examination or resulting proceedings, proceeding; and (C) neither the PR nor any designated individual shall settle or compromise any such auditsaudit, examinations examination or resulting proceedings proceeding to the extent they relate to issues the resolution of which would reasonably be expected to affect have a material and disproportionately adverse effect on the tax liability of such Unitholder BT Assets without such Unitholder’s consent, BT Assets’ consent (such consent not to be unreasonably withheld, conditioned or delayed). Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or or designated individual in its capacity as such.

Tax Controversies. (a) Vivid Seats Subject to the Code and applicable Treasury Regulations, the Manager shall be the “partnership representativePartnership Representative” (under the Revised Partnership Audit Provisions and any comparable provision of state or “PR”) local tax law or successor or subsequent related provision of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designationU.S. federal law. The PR Partnership Representative shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, to take any and all actions that it is permitted to take when acting in that capacity and to expend the Company’s Company funds for professional services and other expenses reasonably incurred in connection therewith. In additionEach Member agrees, at the PR shall have the power and authority to Company’s expense (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder agrees to reasonably cooperate with the Company and the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, proceedings and (ii) to provide to the Company shall appoint or the “designated individual” identified Partnership Representative any information in its reasonable possession that could reasonably be requested help mitigate any Tax due by the PR to act on its behalf in accordance with Company or the applicable Partnership Tax Audit RulesMembers. Promptly following a the written request of the PR or designated individualPartnership Representative, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual Partnership Representative for all reasonable and documented out-of-pocket expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the PR and/or designated individual Partnership Representative in its capacity as suchsuch (and not in its capacity as a Member generally) in connection with any administrative or judicial proceeding (i) with respect to the tax liability of the Company and/or (ii) with respect to the tax liability of the Members in connection with the operations or activities of the Company. The Members consent to the election set forth in section 6226(a) of the Code and agree to take any action, and to furnish the Company and the Partnership Representative with any information reasonably necessary, to give effect to such election if the Partnership Representative decides to make such election. To the extent that the Persons that were Members during the period to which any adjustment relates remain the same in substantially the same proportions and there is available cash, any imputed underpayment imposed on the Company pursuant to section 6232 of the Code (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more Members shall be treated as a Tax Distribution to such Member or Members. In all other circumstances, the Manager may determine, in its reasonable discretion, whether to require current or former Members to promptly pay to the Company (pro rata in proportion to their respective shares of such underpayment) by wire transfer within fifteen (15) days following the receipt of Company’s request for payment, all or a portion of any such imputed underpayment (and any related interest, penalties or other additions to tax) that the Partnership Representative reasonably determines is attributable to one or more current or former Members. No such payment shall be treated as a Capital Contribution. Any failure by a Member to pay such amount shall result in a subsequent corresponding withholding from Distributions or (including Tax Distributions) otherwise payable to such Member and the amount of any such withholding shall be deemed for all purposes of this Agreement to have been distributed to such Member with respect to such Member’s Units at the time such amount was withheld. Any payment obligation of any former Member under this Section 9.03 shall also be an obligation of any third-party transferee or assignee of such former member. Each Member and former Member shall indemnify and hold harmless the Company and each other Member from its respective share (as determined by the Partnership Representative) of any imputed underpayment imposed on the Company pursuant to section 6232. All payment obligations set forth in this Section 9.03 shall survive dissolution and liquidation of the Company until the expiration of the longest applicable statute of limitations (including extensions and waivers) with respect to the matter for which a party would be entitled to be paid. Notwithstanding anything to the contrary in this Section 9.03, the Partnership Representative shall keep the Members reasonably informed in a timely manner of any examinations or proceedings regarding Company tax matters.

Tax Controversies. Subject to the provisions hereof, if the Company has more than one Member under the Code, then the Managing Member is designated as the Tax Matters Partner (aas defined in the Code) Vivid Seats shall be and the “partnership representative” (or “PR”) of the Company for purposes any tax period subject to the provisions of Section 6223 of the Code, as amended by the Partnership Tax Audit Rules, andas well as for purposes of any state, local, or non-U.S. tax law (in either capacity, the “Tax Matters Partner”). The Tax Matters Partner shall appoint an individual as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents a designated individual to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to extent required under the Partnership Tax Audit Rules to cause such designationRules. The PR Tax Matters Partner (and designated individual, as applicable) may resign at such time permitted under the Partnership Tax Audit Rules. In the event of the resignation of the Tax Matters Partner, the Managing Member shall be appoint a new Tax Matters Partner, and in the event of the resignation of the designated individual, the Tax Matters Partner shall appoint a new designated individual. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s Company funds for professional services and reasonably incurred in connection costs associated therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election otherwise exercise the rights and powers of a partnership representative under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules subject to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayedthis Section 9.3. Each Unitholder Member agrees to reasonably cooperate with the Company Managing Member and to do or refrain from doing any or all things reasonably requested required by the Company with respect Managing Member to the conduct of such proceedings. For each Taxable Year In respect of tax years in which the PR is an entityPartnership Tax Audit Rules are in effect and applicable to the Company, the Members acknowledge and agree that it is the intention of the Members to minimize any obligations of the Company shall appoint to pay taxes and interest in connection with any audit of the “designated individual” identified Company, including, by means of any available elections under Section 6226 of the Code and/or the Members filing amended returns under Section 6225(c)(2) of the Code, in each case as provided by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request The Members agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Partner and making elections and filing amended returns reasonably requested by the Tax Matters Partner, and the Tax Matters Partner shall make such elections as it determines in its discretion, to give effect to the preceding sentence. The Company shall make any payments it may be required to make under the Partnership Tax Audit Rules and, in the Tax Matters Partner’s reasonable discretion, allocate any such payment among the current or former Members of the PR Company for the “reviewed year” to which the payment relates in a manner that reflects the current or designated individual, former Members’ respective interests in the Company for such “reviewed year” and any other factors taken into account in determining the amount of the payment (with the intent of apportioning the payment in the same manner as if the Company had made the election under Section 6226 of the Code and the payment had been assessed directly against such Member). To the extent payments are made by the Company on behalf of or with respect to a current Member in accordance with this Section 9.3, such amounts shall, at the election of the Tax Matters Partner, (i) be applied to and reduce the next distribution(s) otherwise payable to such Member under this Agreement or (ii) be paid by the Member to the fullest extent permitted by lawCompany within thirty (30) days of written notice from the Tax Matters Partner requesting the payment. In addition, reimburse if any such payment is made on behalf of or with respect to a former Member, that Member shall pay over to the Company an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Partner requesting the payment. The provisions contained in this Section 9.3 shall survive the dissolution of the Company and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by withdrawal of any Member or the PR and/or designated individual Transfer of any Member’s interest in its capacity as suchthe Company.

Tax Controversies. (a) Vivid Seats The Board of Managers shall select a Person to be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representativeRepresentative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR The Partnership Representative is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) , in connection with all audits and examinations of the Company’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s Company funds for professional services and other expenses reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder Member agrees to reasonably cooperate with the Company Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company Partnership Representative with respect to the conduct of such proceedings. For each Taxable Year To the extent any income tax underpayments, interest and/or penalties are assessed and collected at the Company level pursuant to Sections 6221 and 6225 of the Code, and to the extent such amounts are determined to be material in which the PR is an entityreasonable discretion of the Board of Managers, the Company economic burden of such amounts shall appoint the “designated individual” identified be apportioned by the PR Board of Managers amongst the Members and former Members (to act on its behalf the extent they were Members during any portion of the reviewed year (as defined in accordance Section 6225(d)(1) of the Code)) consistent with the applicable Partnership Tax Audit Ruleseconomic terms of this Agreement, including by treating the amount apportioned to a Member as a deemed distribution to such Member for all purposes, or by requiring a Member to indemnify the Company for the amount apportioned to such Member. Promptly following To the extent that a request portion of the PR or designated individualamounts assessed and collected pursuant to Sections 6221 and 6225 of the Code, relates to a former Member, the Company shall, Board of Managers may require such former Member to the fullest extent permitted by law, reimburse and indemnify the PR Company for such former Member’s allocable portion of such tax liabilities. Each Member acknowledges that, notwithstanding the transfer, redemption or termination of all or any portion of its interest in the Company, it may remain liable for tax liabilities with respect to its allocable share of income and designated individual gain of the Company for all reasonable expensesthe Company’s taxable years (or portions thereof) prior to such transfer, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as suchredemption or termination.

Tax Controversies. (a) Vivid Seats Contributor shall be designated and may, on behalf of the Partnership, at any time, and without further notice to or consent from any Partner, act as the “partnership representative” of the Partnership, within the meaning given to such term in Section 6223 of the Code (or Contributor, in such capacity, the “PRPartnership Representative”) of the Company for purposes of the Code. The Partnership Tax Audit RulesRepresentative shall have the right and obligation to take all actions authorized and required, and, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Memberrespectively, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as Code for the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to takePartnership Representative, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company Partnership (at the CompanyPartnership’s expense) in connection with all audits and examinations of the CompanyPartnership’s affairs by Tax tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s Partnership funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed. Each Unitholder Partner agrees to reasonably cooperate with the Company Partnership and to do or refrain from doing any or all things reasonably requested by the Company Partnership with respect to the conduct of such proceedings. For The Partnership Representative shall use reasonable efforts to (a) notify each Taxable Year in which of the PR is an entityother Partners upon receipt of any notice of tax examination of the Partnership by U.S. federal, state or local authorities and (b) keep all Partners informed of material developments with respect to any contacts by or discussions with the tax authorities regarding such tax examination. Notwithstanding the foregoing, the Company Partnership Representative shall appoint consult in good faith with the “designated individual” identified Series A Preferred Representative prior to taking any action (including the settlement or compromise of any examination or resulting administrative or juridical proceeding) pursuant to this Section 9.04 that would reasonably be expected to have a disproportionate adverse impact on the Series A Preferred Unitholders. Further, if the impact of such action on the Series A Preferred Unitholders also is material, the Series A Preferred Representative shall seek the consent of the Series A Preferred Unitholders representing the Series A Required Voting Percentage (such consent not to be unreasonably withheld, conditioned or delayed), and the Partnership Representative shall not take any such action prior to notification by the PR Series A Preferred Representative that such consent was obtained; provided, that the Series A Preferred Unitholders will indemnify and hold harmless the Partnership against any additional costs and expenses (including any interest, penalties or additions to act on its behalf tax) borne by the Partnership after the date of the notice of final partnership adjustment in accordance connection with the applicable Partnership Tax Audit Rules. Promptly following related tax examination, audit or similar proceeding as a request result of the PR or designated individual, Series A Preferred Representative’s failure to obtain the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or designated individual in its capacity as such.required consent. ARTICLE X

Tax Controversies. (a) Vivid Seats shall The SB Member will be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, Representative and, as such, shall be authorized to designate any other Person selected by Vivid Seats as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats (or its designee) as the PR as set forth herein and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall will be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, and to appoint a “designated individual” for purposes of Treasury Regulations Section 301.6223-1(b)(3), to the PR shall have extent applicable; provided that (a) no action may be taken by the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf Partnership Representative without the prior written consent of the CompanyBoard, (b) any administrative proceedings such action will be subject to Section 8.2, (c) the Partnership Representative shall promptly inform each Member of any potential tax audit or other action at the Company level proceeding and shall provide each Member with all material communications with the Internal Revenue Service or any other taxing authority relating to the determination relevant Taxing Authority, including copies of any item correspondence with the relevant Taxing Authority and summaries of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to any substantive oral discussions with such Taxing Authority and (d) the Partnership Tax Audit RulesRepresentative shall not knowingly (after reasonable inquiry) take any action in its capacity as Partnership Representative that would materially and adversely impact in any manner any Member (or its direct or indirect owners, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR solely with respect to the Company and its Members; provided, in each case, that as long as any Unitholder owns 5% or more of Company) without the outstanding Common Units, (A) the PR shall notify such Unitholder of, and keep such Unitholder reasonably informed with respect to, any such audits, examinations or resulting proceedings the outcome of which is reasonably expected to affect the tax liabilities consent of such Unitholder, Member (B) such Unitholder shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such audits, examinations or resulting proceedings, and (C) neither the PR nor any designated individual shall settle or compromise any such audits, examinations or resulting proceedings to the extent they relate to issues the resolution of which would reasonably be expected to affect the tax liability of such Unitholder without such Unitholder’s consent, such consent not to be unreasonably withheld, conditioned or delayed). Each Unitholder agrees Subject to reasonably cooperate with the proviso to the foregoing sentence, the Partnership Representative shall have the right and obligation to take all actions authorized and required by the Code and Treasury Regulations (and analogous provisions of state or local Law), and is authorized to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by Tax authorities (including any resulting administrative and judicial proceedings) and to do expend Company funds for professional services reasonably incurred in connection therewith. Without limiting the generality of the foregoing, with respect to any audit or refrain from doing other proceeding, the Partnership Representative shall, unless otherwise determined by the Board, cause the Company (and any or all things of its Subsidiaries) to make any available elections pursuant to Section 6226 of the Code (and similar provisions of state, local and other Law), and the Members shall cooperate to the extent reasonably requested by the Company with respect to or the conduct of such proceedingsPartnership Representative in connection therewith. For each Taxable Year in which the PR is an entity, the The Company shall appoint reimburse the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual Representative for all reasonable expenses, including legal and accounting fees, documented out-of-pocket expenses incurred by the PR and/or designated individual Partnership Representative, including reasonable fees of any professional attorneys, in carrying out its capacity duties as suchthe Partnership Representative. The foregoing covenants will survive the termination, dissolution, liquidation and winding up of the Company and the disposition by any Member of all of such Member’s Units.

Tax Controversies. (a) Vivid Seats PubCo shall be the “partnership representative” (or “PR”) of the Company for purposes of the Partnership Tax Audit Rules, and, as such, shall be authorized to designate any other Person selected by Vivid Seats PubCo as the partnership representative. Each Member, by execution of this Agreement, hereby consents to the appointment of Vivid Seats PubCo (or its designee) as the PR as set forth herein in this Agreement and agrees to execute, certify, acknowledge, deliver, swear to, file and record, at the appropriate public offices, such documents as may be necessary or appropriate to evidence such consent and agrees to take, and that the PR is authorized to take (or cause the Company to take), such other actions as may be necessary pursuant to the Partnership Tax Audit Rules to cause such designation. The PR shall be authorized and required to represent the Company (at the Company’s expense) in connection with all audits and examinations of the Company’s affairs by Tax authorities, including resulting administrative and judicial proceedings, and to expend the Company’s funds for professional services and reasonably incurred in connection therewith. In addition, the PR shall have the power and authority to (i) manage, control, settle, challenge, litigate, or prosecute, on behalf of the Company, any administrative proceedings or other action at the Company level with the Internal Revenue Service or any other taxing authority relating to the determination of any item of Company income, gain, loss, deduction, or credit for federal income tax purposes or otherwise relating to the Partnership Tax Audit Rules, and (ii) make any election under the Partnership Tax Audit Rules, and the PR shall have all other rights and powers granted under the Partnership Tax Audit Rules to a PR with respect to the Company and its Members; provided, in each case, that as . As long as any Unitholder BT Assets owns 5% or more of the outstanding Common UnitsUnits for the year in which any audit, examination or resulting proceeding takes place or for the year that is the subject of any audit, examination or resulting proceeding: (A) the PR shall notify such Unitholder BT Assets of, and keep such Unitholder BT Assets reasonably informed with respect to, any such auditsaudit, examinations examination or resulting proceedings proceeding the outcome of which is reasonably expected to affect the tax liabilities of such Unitholder, BT Assets; (B) such Unitholder BT Assets shall have the right to discuss with the PR, and provide input and comment to the PR regarding, any such auditsaudit, examinations examination or resulting proceedings, proceeding; and (C) neither the PR nor any designated individual shall settle or compromise any such auditsaudit, examinations examination or resulting proceedings proceeding to the extent they relate to issues the resolution of which would reasonably be expected to affect have a material and disproportionately adverse effect on the tax liability of such Unitholder BT Assets without such Unitholder’s consent, BT Assets’ consent (such consent not to be unreasonably withheld, conditioned or delayed). Each Unitholder agrees to reasonably cooperate with the Company and to do or refrain from doing any or all things reasonably requested by the Company with respect to the conduct of such proceedings. For each Taxable Year in which the PR is an entity, the Company shall appoint the “designated individual” identified by the PR to act on its behalf in accordance with the applicable Partnership Tax Audit Rules. Promptly following a request of the PR or designated individual, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the PR and designated individual for all reasonable expenses, including legal and accounting fees, incurred by the PR and/or or designated individual in its capacity as such.