Partnership representative clause samples

Additionally, pursuant to the Bipartisan Budget Act of 2015, the Internal Revenue Code will no longer require that we designate a Tax Matters Partner. Instead, for taxable years beginning after December31, 2017, we will be required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative (“Partnership Representative”). The Partnership Representative will have the sole authority to act on our behalf for purposes of, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the Partnership Representative. We have designated our general partner as the Partnership Representative. Further, any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, U.S. federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of the unitholders.

(a)For any taxable year of the Company in which, and to the extent that, the provisions of SubchapterC of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015 (together with any proposed, temporary or final Treasury Regulations promulgated at any time thereunder, the “Post-TEFRA Partnership Audit Rules”) apply to the Company, the Members shall appoint for the Company a person to serve as the “Partnership Representative,” as such term is defined in Section6223(a) of the Post-TEFRA Partnership Audit Rules. The Members hereby appoint Sponsor as the initial Partnership Representative. The Company shall reimburse the Partnership Representative for all expenses reasonably incurred in connection with all examinations of the Company’s affairs by any taxing authority, including any resulting tax proceedings, and is authorized to expend Company funds for professional services and costs associated therewith. The Partnership Representative may rely on the advice or services of any lawyers, accountants, tax advisers, or other professional advisers or experts and shall not be liable for any damages, costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of its so relying.

(i) The Manager will appoint the Partnership Representative. The initial Partnership Representative will be Donald McClymont.

(h) Manager May Remove and Replace Partnership Representative. The Manager may remove the Partnership Representative and appoint a successor Partnership Representative, without or without cause and with or without prior notice. Notwithstanding the foregoing, the removal and selection of the successor Partnership Representative will be effective only as provided in controlling Treasury Regulations.

(k) Manager May Elect Successor Partnership Representative. The Manager may elect a successor Partnership Representative at any time at which the office of Partnership Representative is vacant.

(a) The Manager is hereby designated the initial partnership representative for purposes of 6223 of the Code (“Partnership Representative”), and subject to the possible advice of the Company’s accountants, is responsible for acting as the liaison between the Company and the Internal Revenue Service (“Service”). The Partnership Representative shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other applicable laws and has the sole authority under the Code to deal with the Internal Revenue Service regarding any audit of or assessment against the Company under the BBA to the exclusion of all Members. At any time during an audit by the Internal Revenue Service of the Company, the Manager shall have the authority to remove, with or without cause, the Partnership Representative and appoint a replacement Partnership Representative. The Partnership Representative shall be reimbursed by the Company for all out of pocket expenses, costs and liabilities expended or incurred by the Partnership Representative in acting as the Company’s Partnership Representative.