Common use of Actions in Event of Audit Clause in Contracts

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 any of the Partnership's ’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 ’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.