Tax Audit. In the event this Partnership is audited by the Internal Revenue Service, the costs and expenses incurred to defend and comply with the audit shall be an expense of the Partnership. Any audit of any individual Partner shall not be deemed to be an audit of this Partnership.
Tax Audit. The parties hereto will cooperate with each other in making such information available as reasonably necessary in the event of a tax audit, whether in Canada, the United States or any other country or region.
Tax Audit. (a) As promptly as practicable following the Signing, the Company will engage PriceWaterhouseCoopers, LLC (“PWC”) to conduct a forensic audit of the Company’s Tax records. Parent shall initially pay any costs PWC in connection with the audit that exceed $25,000, provided that Parent shall be reimbursed for all such costs through a claim against the Tax Escrow Fund in an amount equal to such costs, and such reimbursement shall be made by the Escrow Agent within five (5) Business Days of a claim by Parent upon submission of an invoice from PWC (for avoidance of doubt, the Escrow Agent shall disburse funds for such reimbursement without the consent of, or any instruction from, the Stockholder Representative). PWC shall prepare and deliver to Parent and the Company (or the Company Stockholder Representative if the audit is completed post-Closing) a report (the “Tax Audit Report”) detailing the amount of any potential Tax liability relating to the Company’s failure to pay any sales or use Tax with respect to any Tax year or portion thereof ending on or before the date of this Agreement (or for any Tax year beginning before and ending after the date of this Agreement, to the extent allocable (as determined in the last sentence in Section 6.4(b)) to the portion of such period beginning before and ending on the date of this Agreement (the “Tax Liability”). The Company (and Parent if the audit does not conclude by the Closing) shall provide PWC with reasonable access to review the computations, work papers (including access to accountants’ work papers, subject to such confidentiality restrictions as such accountants may reasonably request) and underlying books and records reasonably related to PWC’s preparation of the Tax Audit Report. Following receipt of the Tax Audit Report, the Company or the Company Stockholder Representative, as applicable, shall have ten (10) business days in which to approve or object to the Tax Audit Report in writing. Any notice of objection shall include in reasonable detail the basis for such objection. If the Tax Audit Report is approved, or if the aforementioned ten (10) business days shall have lapsed without the delivery of a written objection, then the Tax Audit Report shall be deemed final (a “Final Tax Audit Report”). If an objection is made pursuant to this Section 7.11(a), Parent and PWC shall in good faith negotiate and attempt to agree with the Company or Company Stockholder Representative, as applicable, and the Company Acco...
Tax Audit. The receipt of notice from the Internal Revenue Service or any state or local tax authority of any assessment relating to the tax treatment of any Borrower as other than a partnership;
Tax Audit. The Partnership may, if it is eligible and at the discretion of the Partnership Representative, elect to opt out of the partnership tax audit regime implemented under Internal Revenue Code Section 6221 for tax years beginning after 2022. The Partnership Representative shall notify all Unit Holders of any proceedings commenced by the Internal Revenue Service, and thereafter shall furnish all Unit Holders periodic reports at least quarterly on the status of such proceedings. The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the Partnership by any taxing authority having jurisdiction over the Partnership, and to take such action, including settlement or litigation of such proceedings, as it, in its discretion, deems to be in the best interest of the Partnership. Each Unit Hxxxxx agrees to cooperate with the Partnership Representative and to do or refrain from doing any and all things reasonably requested by the Partnership Representative with respect to any such examination or any resulting filing or proceeding. No Person other than the Partnership Representative shall have any right to (a) participate in any audit of any Partnership tax return; (b) participate in any proceedings arising out of or in connection with any Partnership audit or tax return, amended tax return or claim for a refund; or (c) appeal or otherwise challenge any findings in any such proceeding. The Partnership Representative shall have sole discretion to determine whether the Partnership will contest any proposed or assessed tax deficiencies or penalties on its own behalf or on behalf of the Unit Holders. Any tax payment deficiency and penalty shall be allocated to and paid by the Unit Holders (including former Unit Holders) who held Units in the year under review, in proportion to their respective Partnership Interests in the year under review, as determined by the Managing Partner. Any tax overpayment shall be allocated to the Unit Holders who hold Units in the year in which the tax overpayment is finally determined by the Internal Revenue Service or other taxing authority, in proportion to their respective Partnership Interests. Each Unit Holder (including former Unit Holders) shall pay its proportionate share of any tax payment deficiency or penalty finally determined by the Internal Revenue Service or other taxing authority within 30 days after demand by the Partnership Representative. Each Unit Holder indem...
Tax Audit. The above Clause 13.1 through 13.4 relating to a Tax Claim shall apply mutatis mutandis to any Tax Audit.
Tax Audit. Includes the services of an attorney (but not accounting services) during a personal (non-business related) tax audit process required by federal and state tax authorities and negotiations relating to it. This service does not include a defense against criminal charges nor the defense of civil tax litigation in any tax court. This service is limited to one use per year.
Tax Audit. Except as disclosed in Schedule 14.20.5, none of the EMP Group Companies is involved in any Tax Audit. No Tax dispute or other proceeding is pending in respect of any EMP Group Company, and no EMP Group Company has been notified by any Tax Authority in writing that such authority intends to commence any such proceeding. No waiver or agreement by the EMP Group Companies is in force for the extension of time for the collection or assessment of any Taxes (or that otherwise extend any statute of limitations relating to Taxes of the Company or any Subsidiary thereof), and no request for such waiver, agreement or extension is outstanding. None of the EMP Group Companies have received written notice from any Tax Authority of any Tax deficiency that is outstanding, assessed or proposed against the EMP Group Companies and has not been resolved in full.
Tax Audit. If there is any proposed claim or adjustment in any audit, examination or similar proceedings with respect to the federal, state, or local income tax returns of the Company or Sellers, which, if successful, might result in an indemnity obligation owed by the Purchaser pursuant to Section 12.2(g) or result in the imposition of Taxes under Section 1374 of the Code (and any analogous state or local provision) against the Company with respect to any income or gain recognized upon the sale of the Property pursuant to the Purchase and Sale Agreement, then Sellers’ Representative shall promptly and in any event no more than fifteen (15) days following the Sellers’ receipt of such proposed claim or adjustment, give written notice to the Purchaser of such claim or adjustment (a “Special Tax Claim”); provided, however, the failure of the Sellers’ Representative to give such notices shall only relieve the Purchaser from its indemnification obligations hereunder to the extent it is actually prejudiced by such failure. Purchaser shall control all proceedings and may make all decisions taken in connection with the Special Tax Claim (including any settlement and selection of counsel) at its own expense. Sellers and Sellers’ Representative shall cooperate with Purchaser, as reasonably requested by Purchaser, with respect to the contest of any Special Tax Claim. The procedures of this Section 12.2(h) shall apply to Special Tax Claims and not Section 10.2(d). In the event that a settlement or final resolution of the Special Tax Claim results in the imposition of additional Taxes owed by the Sellers greater than the Additional Shareholder Taxes on the Final Closing Tax Schedule, the Purchaser promptly will make a payment to Sellers’ Representative (on behalf of the Sellers) for such difference upon written request from the Sellers’ Representative. For purposes of clarity, it is the intent of the Parties that under no circumstances shall Sellers have any responsibility for any taxes incurred by the Company as a result of the sale of the Property pursuant to the Purchase and Sale Agreement under Section 1374 of the Code.
Tax Audit. (1) For fiscal years of the Company beginning before December 31, 2017, these terms shall apply to any audit of the Company:
