Designation of Partnership Representative Sample Clauses

The Designation of Partnership Representative clause establishes who will act as the official representative of the partnership in dealings with the IRS and other tax authorities. This clause typically names a specific individual or entity to serve as the partnership representative, granting them the authority to make binding decisions on behalf of the partnership during tax audits or proceedings. By clearly identifying the partnership representative, this clause ensures compliance with tax regulations and centralizes decision-making, thereby reducing confusion and potential disputes among partners regarding tax matters.
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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. (b) The partnership representative shall incur no Liability (except as a result of the gross negligence or willful misconduct of the Tax Matters Member) to the Company or the other Members including, but not limited to, Liability for any additional taxes, interest or penalties owed by the other Members due to adjustments of Company items of income, gain, loss, deduction or credit at the Company level.
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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.
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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.
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Designation of Partnership Representative. The Manager is designated the partnership representative (the “Partnership Representative”) as defined in section 6223 of the Code, and if such Manager is not a natural person, shall designate the “designated individual” under Treasury Regulations section 301.6223-1. Any successor Partnership Representative shall be designated by the Management Committee. The Partnership Representative shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms after approval of the Management Committee. If the Manager resigns or is removed, the Member serving as the Manager at the end of a taxable year shall continue as Partnership Representative with respect to all matters concerning that year unless the Partnership Representative for that year is required to be changed under applicable Treasury Regulations. The Partnership Representative and the other Members shall use reasonable best efforts to comply with their responsibilities under this Article I and under sections 6221 through 6241 of the Code and the related Treasury Regulations, and in doing so shall incur no liability to the Company or any Member. Except as expressly limited pursuant to the Agreement and this Exhibit C, the Partnership Representative shall have the power and authority to take any action on behalf of the Company granted to the partnership representative under Sections 6221 through 6241 of the Code.
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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. (b) Each Member hereby confirms and approves of the designation of the Managing Member as 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 deemed necessary or appropriate to evidence such approval. To the extent and in the manner provided by applicable Code sections and Treasury Regulations thereunder, the Partnership Representative (i) shall furnish the name, address, profits interest and taxpayer identification number of each Member to the IRS, and (ii) shall inform each Member of Tax Proceedings for the adjustment of Company items required to be taken into account by a Member for income tax purposes. (c) The Company will indemnify the Partnership Represent...
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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.
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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.
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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:]
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Related to Designation of Partnership Representative

  • Partnership Representative The Members shall take all reasonable actions to avoid the application to the Company of the centralized partnership audit provisions of sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015. If, however, such provisions are found to apply to the Company, a member of the Manager or another appointed individual shall act as the Partnership Representative for the purposes of IRS Code section 6221 through 6241. In the event the member of the Manager is no longer a Member in the Company, and no other individual has been appointed as the Partnership Representative, the Partnership Representative shall be the Majority Interest owner from amongst the Members. If the Majority Member is unable or unwilling to serve, the Partnership Representative shall be appointed from amongst the remaining Members by a Majority of Interests of the Members. The Partnership Representative shall be authorized and required to represent the Company with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. The Partnership Representative shall have the sole authority to (1) sign consents, enter into settlement and other agreements with such authorities with respect to any such examinations or proceedings and (ii) to expend the Company’s funds for professional services incurred in connection therewith. In the event of an adjustment resulting in an underpayment of tax, the Partnership Representative shall duly and timely elect under section 6226 of the IRS Code that each Person who was a Member during the taxable year that was audited personally bear any tax, interest, addition to tax, and penalty resulting from such adjustments and, if for any reason, the Company is liable for a tax, interest, addition to tax, or penalty as a result of such an audit, each Person who was a member during the taxable year that was audited shall pay to the Company an amount equal to such Person’s proportionate share of such liability, as determined by the Manager, based on the amount each such Person should have borne (computed at the rate used to compute the Company’s liability) had the Company’s tax return for such taxable year reflected the audit adjustment. The expenses for the Company’s payment of such tax, interest, addition to tax, or penalty shall be specially allocated to such Persons in such proportions. The Partnership Representative shall have the final decision-making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably required by the Partnership Representative to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by the Partnership Representative in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the Partnership Representative shall be reimbursed.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Designation of Representatives 9.2.1 TxDOT and DB Contractor shall each designate Authorized Representative(s) who shall be authorized to make decisions and bind the Parties on matters relating to the Contract Documents. Exhibit 19 hereto provides the initial Authorized Representative designations. Such designations may be changed by a subsequent writing delivered to the other Party in accordance with Section 9.1. 9.2.2 The Parties may also designate technical representatives who shall be authorized to investigate and report on matters relating to the administration, design and construction of the Project and negotiate on behalf of each of the Parties, but who do not have authority to bind TxDOT or DB Contractor.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.