Common use of Actions in Event of Audit Clause in Contracts

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 the Company’s '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 's tax returns, except to the extent caused by the gross negligence or willful misconduct of RPH.