definiens: ( as defined in Code Section 6231 ), to oversee or ha ndle matters relating to the taxation of the JV, an d as the Tax Matters Partner, such Person shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Mat ters Partner . Successor Tax Matters Partners may be designated by Guardant . The Tax Matters Partner sha ll be entitled to reimbursement for its reasonable out - of - pocket co sts and expenses incurred by the Tax Matters Partne r on behalf of the JV ( as determined by the Board ) . For any tax years for which the prov isions of the Title XI Partnership Audit Provisions are effective, the provisions in this clause 4.2 relati ng to the Tax Matters Partner shall apply to the within the meaning of Code Section 6223 ( as in effect for the relevant tax year )