Actions in Event of Audit. If an audit of any of the Partnership's tax returns shall occur, each Partner shall, at the expense of the Partnership, participate in the audit. No Partner may contest, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Partnership or any Partner without the approval of a unanimous Management Committee. The Management Committee may, if it determines that the retention of accountants or other professionals would be in the best interests of the Partnership, retain such accountants or other professionals, to assist in any such audits. The Partnership shall indemnify and reimburse the Management Committee for all expenses, including legal and accounting fees, claims, liabilities, losses, and damages to the extent borne by the Management Committee, incurred in connection with any administrative or judicial proceeding with respect to any audit of the Partnership's tax returns. The payment of all such expenses to which this indemnification applies shall be made before any distributions are made to the Partners under Article V hereof. Neither the Tax Matters Partner, nor any other person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Management Committee in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Management Committee.
Actions in Event of Audit. If an audit of the Company’s tax returns occurs, RPH shall, at the expense of the Company, notify the Members thereof, participate in the audit and contest, and settle or otherwise compromise assertions of the auditing agent which may be adverse to the Company in accordance with this Article X. RPH may, if it determines that the retention of accountants or other professionals would be in the best interests of the Company, retain such accountants or other professionals to assist in such audits. The Company shall indemnify and reimburse RPH for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages borne by RPH or its Affiliates which were incurred in connection with any administrative or judicial proceeding with respect to any audit of the Company’s tax returns, except to the extent caused by the gross negligence or willful misconduct of RPH.
Actions in Event of Audit. If an audit of any of the Partnership's tax returns shall occur, the Tax Matters Partner shall, at the expense of the Partnership, notify the Partners thereof, participate in the audit and contest, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Partnership. ITT Partner shall retain its rights under Sections 6224 and 6226 through 6228 of the Code to participate in all administrative and judicial proceedings related to the determination of Partnership items, and ITT Partner shall also retain its rights to join or refuse to join in any settlement agreements with the Internal Revenue Service regarding Partnership items.
Actions in Event of Audit. Subject to Section 10.3, if an audit of the Company’s tax returns occurs, the Managing Member shall, at the expense of the Company, notify the Members thereof and participate in the audit and contest. The Managing Member may, with the approval of the Executive Committee, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Company in accordance with this Article X. The Managing Member may, if it determines that the retention of accountants and/or other professionals would be in the best interests of the Company, retain such accountants and/or other professionals to assist in such audits. The Company shall indemnify and reimburse the Managing Member for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses, and damages borne by the Managing Member which were incurred in connection with any administrative or judicial proceeding with respect to any audit of the Company’s tax returns, except to the extent caused by the negligence or willful misconduct of the Managing Member.
Actions in Event of Audit. If an audit of any of the Partnership's tax returns shall occur, the Tax Matters Partner shall, at the expense of the Partnership, control the audit. The Tax Matters Partner may, if it determines that the retention of accountants or other professionals would be in the best interests of the Partnership, retain such accountants or other professionals, to assist in any such audits. The Partnership shall bear all reasonable third party expenses, including legal and accounting fees, claims, liabilities and losses incurred in connection with any administrative or judicial proceeding with respect to any audit of the Partnership's tax returns. The payment of all such expenses to which this indemnification applies shall be made before any distributions are made to the Partners under Article 6 hereof. Except as provided in Section 7.3(e) hereof, neither the Tax Matters Partner, nor any other person shall have any obligation to provide funds for such purpose. The Tax Matters Partner shall have sole authority to contest any assertion made by the IRS or enter into any agreement with the IRS or any other taxing authority or agency.
Actions in Event of Audit. If an audit of the Partnership's tax returns occurs, Suiza shall, at the expense of the Partnership, notify the Partners thereof, participate in the audit and contest, and settle or otherwise compromise assertions of the auditing agent which may be adverse to the Partnership in accordance with this Article X. Suiza may, if it determines that the retention of accountants or other professionals would be in the best interests of the Partnership, retain such accountants or other professionals to assist in such audits. The Partnership shall indemnify and reimburse Suiza for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses and damages borne by Suiza or its Affiliates which were incurred in connection with any administrative or judicial proceeding with respect to any audit of the Partnership's tax returns, except to the extent caused by the gross negligence or willful misconduct of Suiza.
Actions in Event of Audit. Except as otherwise-provided herein, the ------------------------- Managing General Partners's designation as the Tax Matters Partner pursuant to Section 9.4(a) is effective only for the purpose of activities performed under the Agreement pursuant to the provisions of the Code and any comparable provision of state or local law and shall be subject to the following terms and conditions:
Actions in Event of Audit. If an audit of any of the Partnership's tax returns shall occur, the General Partner shall, at the expense of the Partnership, participate in the audit and may contest, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Partnership. The General Partner may, if it determines that the retention of accountants and/or other professionals would be in the best interests of the Partnership, retain such accountants and/or other professionals, to assist in such audits (if any). The Partnership shall indemnify and reimburse the General Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages to the extent borne by the General Partner, incurred in connection with any administrative or judicial proceeding with respect to any audit of the Partnership's tax returns. The payment of all such expenses to which this indemnification applies shall be made before any distributions of Net Cash Flows pursuant to Section 5.1 of this Agreement, before any reserves are distributed pursuant to Section 5.3 of this Agreement and before any distributions pursuant to Section 5.2 of this Agreement. Neither the General Partner, or any Affiliate, nor any other Person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the General Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the General Partner; PROVIDED, HOWEVER, that the decision to take any action or not to take any action shall be made in accordance with the General Partner's fiduciary duty as set forth in Section 6.2 of this Agreement. The indemnification set forth in Section 8 of this Agreement shall be fully applicable to the General Partner in its capacity as Tax Matters Partner.
Actions in Event of Audit. If any tax audit of any of the Company’s books and records shall occur, each Member shall, at its own expense, be offered an appropriate opportunity to participate in such audit. No Member may contest, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Company or the other Member without the approval of the Management Committee. The Management Committee may, if it determines that the retention of accountants or other professionals would be in the best interests of the Company, retain such accountants or other professionals, to assist the Company in any such audits. Neither the Tax Matters Member nor any other Member shall have any obligation to provide funds for or in connection with such audit, and the taking of any action and the incurring of any expense by the Management Committee or the Members in connection with any such audit, except to the extent required by law, is a matter in the sole discretion of the Management Committee or the Members, as the case may be.
Actions in Event of Audit. Subject to Section 10.3, if an audit of the Partnership’s tax returns occurs, the General Partner shall, at the expense of the Partnership, notify the Partners thereof and participate in the audit and contest. The General Partner may, with the approval of the Executive Committee, settle or otherwise compromise assertions of the auditing agent which may be adverse to the Partnership in accordance with this Article X. The General Partner may, if it determines that the retention of accountants and/or other professionals would be in the best interests of the Partnership, retain such accountants and/or other professionals to assist in such audits. The Partnership shall indemnify and reimburse the General Partner for all reasonable expenses, including legal and accounting fees, claims, liabilities, losses, and damages borne by the General Partner which were incurred in connection with any administrative or judicial proceeding with respect to any audit of the Partnership’s tax returns, except to the extent caused by the negligence or willful misconduct of the General Partner.
