Revised Partnership Audit Procedures definition

Revised Partnership Audit Procedures means the provisions of Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by P.L. 114-74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof).

Revised Partnership Audit Procedures means the provisions of Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by P.L. 114-74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto, Regulations promulgated thereunder, and published administrative interpretations thereof) or any similar procedures established by a state, local, or non-U.S. taxing authority.

Revised Partnership Audit Procedures has the meaning set forth in Section 10.05(a).

Examples of Revised Partnership Audit Procedures in a sentence

• The Manager shall be the “tax matters partner” (as defined in Code Section 6231(a)(7)) and, for any taxable year of the Company for which the Company is subject to the Revised Partnership Audit Procedures, the Manager (or its designee) shall be the “partnership representative” (the tax matters partner or the partnership representative, as applicable, the “Tax Matters Representative”).

• If the General Partner is the Partnership Representative, then prior to any voluntary withdrawal, sale, transfer, or assignment by the General Partner, it shall resign as Partnership Representative and designate the successor General Partner as the replacement Partnership Representative and shall take all necessary actions to effectuate its resignation in accordance with the Revised Partnership Audit Procedures.

• For tax years beginning on or after January 1, 2018, Operator, or such other Person designated by the Board of Managers, shall serve as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) pursuant to the Revised Partnership Audit Procedures.

• The Designated Individual may be removed by the Managing General Partner at any time permitted by the Revised Partnership Audit Procedures, and shall resign if directed to do so by the Managing General Partner.

• For all Partnership taxable years beginning on or prior to December 31, 2017, the Partnership Representative shall have the duties of a “tax matters partner” (as in effect prior to the effective date of the Revised Partnership Audit Procedures) as required by the Code.

More Definitions of Revised Partnership Audit Procedures

Revised Partnership Audit Procedures means the provisions of Subchapter C of Subtitle F, Chapter 63 of the Code, as amended by P.L. 114-74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto including

Revised Partnership Audit Procedures means Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114 74, together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof. “Sales Tax Adjustment” means $500,000.

Revised Partnership Audit Procedures has the meaning set forth in Section 7.5.

Revised Partnership Audit Procedures means the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74, and the Consolidated Appropriations Act, 2018, P.L. 115-141 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder and published administrative interpretations thereof). “R&W Insurance Policy” means a buyer-side representation and warranty insurance policy or policies to be issued by the R&W Insurer to Buyer in accordance with the binder agreement or agreements dated as of the date hereof, naming Buyer as an insured providing coverage for certain Losses incurred by the Buyer Indemnified Parties with respect to this Agreement, subject to the terms and conditions set forth in the R&W Insurance Policy. “R&W Insurance Policy Costs” means the premium, underwriting fees, due diligence expenses and any other upfront fees paid out to the applicable underwriter, insurer or insurance broker with respect to the R&W Insurance Policy. “R&W Insurer” means the insurance carrier or carriers under the R&W Insurance Policy. “Xxxxxxxx-Xxxxx Act” means the Xxxxxxxx-Xxxxx Act of 2002, as amended. “SEC” means the United States Securities and Exchange Commission. “Security Rights” means, with respect to any Company Security or Subsidiary Security, any option, warrant, subscription right, preemptive right, other right, proxy, put, call, demand, plan, commitment, agreement, understanding or arrangement of any kind relating to such security, whether issued or unissued, or any other security convertible into or exchangeable for any such security, and includes any right relating to the issuance, sale, assignment, transfer, purchase, redemption, conversion, exchange, registration or voting and rights conferred by any Law, the Company’s or any of its Subsidiaries’ Organizational Documents or by agreement. “Senior Employees” means any of the following employees of the Company and its Subsidiaries: the CEO, any person directly reporting to the CEO (“Tier 1 Employees”), and any person directly reporting to Tier 1 Employees (“Tier 2 Employees”). “Services” is defined in Section 2.15(c). “Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-chart...

Revised Partnership Audit Procedures means the provisions of Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by P.L. 114-74, the Bipartisan Budget Act of 2015 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof). “Sales Proceeds” has the meaning set forth in Section 4.06. “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “September Amendment” means the amendment to the Previous Agreement, dated as of September 1, 2017, as such amendment may be amended from time to time in accordance with its terms. - 16 - 737868395

Revised Partnership Audit Procedures means, as enacted pursuant to the Bipartisan Budget Act of 2015, Code Sections 6221 through 6241, including any amendments thereto or other Code provisions with respect to the same subject matter as Code Sections 6221 through 6241, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.

Revised Partnership Audit Procedures means the provisions of Subchapter C of Chapter 63 of Subtitle A of the Code, as amended by the Bipartisan Budget Act of 2015 (P.L. 114-74), together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof or similar procedures established by a state, local or non-U.S. taxing authority.