CURRENT LAW. With respect to periods not governed by changes to the Code enacted by the Bi-partisan Budget Act of 2015, unless and until the Board of Directors shall otherwise agree, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ shall serve as the “Tax Matters Partner” for purposes of Section 6231 of the Internal Revenue Code (or any successor or amended provisions); provided, however, that the Tax Matters Partner (i) shall take all reasonable actions necessary to ensure that each Member becomes a “notice partner” as defined in Code Section 6223(a), (ii) shall keep the Members reasonably informed regarding any proceeding before the IRS, other governmental agency, court or administrative body and shall provide copies of any pleadings, briefs, petition, submissions and correspondence to each other Member, and shall provide the holders of Investor Units III the right to participate at its own expense in any such proceeding, (iii) shall not enter into any compromise or settlement agreement without the express written consent of the Members, (iv) shall not submit any request for administrative adjustment on behalf of the Company without the approval of the Members, and (v) shall not enter into any settlement pursuant to Rule 248(a) or (b) of the Rules of Practice and Procedure of the United States Tax Court without the express written consent of each other Member. Promptly following the written request of the Tax Matters Partner, the Company shall, to the fullest extent permitted by law, reimburse and indemnify the Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. If the then-current Tax Matters Partner is no longer employed by Holdings at any time, the Board of Directors shall nominate a Founder that is currently employed by Holdings to act as the Tax Matters Partner for the Company and if no Founder is then employed by Holdings, the Board of Directors shall nominate a Person to act as the Tax Matters Partner.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement (Oak Street Health, Inc.), Limited Liability Company Operating Agreement (Oak Street Health, Inc.)