Designation of Partnership Representative. The Company (or its designee) shall be the “partnership representative” (the “Partnership Representative”) in connection with any audit of such Affected Tax Return and shall serve as Partnership Representative pursuant to the terms of this Agreement and the Partnership Adjustment Procedures that apply to audits conducted pursuant to the Budget Act including notifying the IRS of its designation as such, as may be necessary or appropriate under the Budget Act.
Designation of Partnership Representative. Xxxx Xxxxxxx (or such other person as shall be selected by the Board) is hereby designated as the “partnership representative” (the “Partnership Representative”) as provided in Code Section 6223(a) (as amended by the Bipartisan Budget Act of 2015 (“BBA”)). The Partnership Representative is specifically directed and authorized to take whatever steps he, she or it, in his, her or its sole discretion, deems necessary or desirable to perfect such designation including, without limitation, filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations. The Board may, in its discretion, change the Partnership Representative at any time and from time to time. The Partnership Representative shall act at the direction of the Board. The Board shall determine whether the LLC (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by the Internal Revenue Service or any other taxing authority. The Partnership Representative shall manage administrative tax proceedings conducted at the LLC level by the Internal Revenue Service with respect to LLC matters, and shall deal with the Internal Revenue Service on any audits that are subject to the partnership audit provisions of the BBA. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the LLC unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative, at the direction of the Board. Members shall be bound by the actions taken by the Partnership Representative in accordance with this section. Expenses of administrative proceedings relating to the determination of LLC items at the LLC level undertaken by the Partnership Representative shall be LLC expenses. Without limiting the generality of the foregoing, at the direction of the Board, the Partnership Representative shall have the sole and exclusive authority to make any elections on behalf of the LLC permitted to be made pursuant to Section 754 or any other section of the Code or the regulations promulgated thereunder. In the event of an audit of the LLC that is subject to the partnership audit procedures enacted under Section 1101 of the BBA (the “BBA Procedures”), at the direction of the Board, the Partnership Representative shall have the...
Designation of Partnership Representative. 6.6.1 The partnership representative of the Company pursuant to Internal Revenue Code Section 6223 (as amended by the Revised Partnership Audit Procedures) (the “Partnership Representative”) shall be the Manager (or any other person or entity designated in the sole discretion of the Manager and who so qualifies under the Revised Partnership Audit Procedures).
Designation of Partnership Representative. (a) With respect to tax returns filed for taxable years beginning on or after December 31, 2017, the Managing Member (or its designee) will be designated as the “partnership representative” in accordance with the rules prescribed pursuant to Section 6223 of the Code and shall have the sole authority to act on behalf of the Company in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. If at any time there is more than one Managing Member, the partnership representative shall be the Managing Member with the largest Percentage Interest following such admission (or its designee). Except as subject to Section 5.11, the Managing Member (or its designee) shall exercise, in its sole discretion, any and all authority of the “partnership representative” under the Code, including, without limitation, (i) binding the Company and its Members with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code. In all events, the cost incurred by the partnership representative in performing its duties hereunder shall be borne by the Company. In accordance with Section 13.6, the Managing Member shall propose and the Members shall agree to (such agreement not to be unreasonably withheld) any amendment of the provisions of this Agreement required to appropriately to reflect the proposal or promulgation of Treasury Regulations implementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rules.
Designation of Partnership Representative. The then-Tax Matters Partner shall be designated as the “partnership representative” (the “Partnership Representative”) pursuant to Section 6223(a) of the Code (as then in effect) in connection with any audit of an Affected Tax Return. Following such designation, any references to “Tax Matters Partner” in this Agreement shall be deemed to refer to the Partnership Representative, and the Partnership Representative shall succeed to all of the duties and obligations of the Tax Matters Partner that existed prior to the application of the provisions of the 2015 Act, and be entitled to all the protections and reimbursements to which the Tax Matters Partner is entitled under this Agreement, subject to any limitations contained in this Agreement. For the avoidance of doubt, any tax liability of the General Partner due to any BAC Holder’s failure to pay federal income taxes shall be an expense for which the Partnership shall indemnify and reimburse the General Partner under Section 9.09 of this Agreement.
Designation of Partnership Representative. (a) The Partnership Representative shall act as the “partnership representative” of the Company (and appoint a designated individual through whom the Partnership Representative will act) within the meaning of Section 6223 of the Code (and as the “partnership representative” or “tax matters partner” for applicable state and local tax purposes) to represent the Company in connection with any tax audit, examination or judicial or administrative proceeding with respect to the Company (each, a “Tax Proceeding”), and take actions with respect to the Company as provided for in Sections 6221 through 6241 of the Code. In such capacity, the Partnership Representative shall oversee the Company’s tax affairs in the overall best interests of the Company and its Members; provided, that the Partnership Representative shall (A) promptly provide Madison Member with notice of any Tax Proceeding, (B) keep Madison Member reasonably informed regarding any such Tax Proceeding and shall provide copies of any material pleadings, briefs, petition, submissions and correspondence to Madison Member in connection with such Tax Proceeding; and (C) have no right to enter into any settlement agreement or otherwise settle or compromise any Tax Proceeding in its capacity as the Partnership Representative without the prior written consent of Madison Member; provided further, that any election proposed to be made pursuant to Sections 6221 through 6241 of the Code or other action proposed to be taken by the Partnership Representative in connection with any Tax Proceeding that could affect any Member’s liability for taxes, tax status, or the taxes of the Company shall require the prior written consent of Madison Member.
Designation of Partnership Representative. Solely for taxable years ending on or before December 31, 2021:
Designation of Partnership Representative. The General Partner is hereby authorized to designate itself or any other General Partner as Tax Matters Partner of the Partnership, as provided in Section 6231 of the Code, as in effect prior to enactment of the Bipartisan Budget Act of 2015, and the Regulations promulgated thereunder, and as the “partnership representative” of the Partnership, as defined in Section 6223(a) of the Code, as in effect for taxable years beginning after December 31, 2017, and the Regulations promulgated thereunder (the “Partnership Representative”). Each Partner, by execution of this Agreement, and each BUC Holder, by acceptance of their BUCs, consents to such designation of the General Partner as the Tax Matters Partner and Partnership Representative, as the case may be, 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 the appointment of the General Partner as such. The Tax Matters Partner and Partnership Representative, as the case may be, shall have the rights, power, and authority, and shall be subject to all of the obligations, for the making of any elections and the conduct of, and the decision to initiate (where applicable), any administrative and judicial proceedings involving the Partnership under the partnership audit provisions of Subchapter C of Chapter 63 of the Code as amended by the Bipartisan Budget Act of 2015 and in effect for any relevant Partnership taxable year.
Designation of Partnership Representative. The Partnership designates the General Partner (or any General Partner, if more than one) as its representative for all matters concerning the Development that require MassHousing’s consent or approval, and the signature of an authorized representative of the (or, as applicable, any) General Partner shall bind the Partnership in all such matters. [If construction loan:]
Designation of Partnership Representative. The Managing Member hereby is designated as the Partnership Representative of the Company for each taxable year beginning on or after January 1, 2022, and shall engage in such undertakings as are required of the Partnership Representative of the Company, as provided in Treasury Regulations pursuant to Sections 6233 and 6241 of the Code. Each Member, by the execution of this Agreement, Consents to such designation of the Partnership Representative 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.
