Common use of Audit Procedures Clause in Contracts

Audit Procedures. The Investors agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representative, and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. This FuturesAccess Fund shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, allocate any such payment among the current or former Investors for the “reviewed year” to which the payment relates in a manner that reflects the current or former Investors’ respective interests in this FuturesAccess Fund for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor to this FuturesAccess Fund within thirty (30) days of written notice from the Tax Matters Representative requesting the payment, or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor shall pay over to this FuturesAccess Fund an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid within thirty (30) days of written notice from the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or with respect to such Investor until the date that such amount is paid to this FuturesAccess Fund. Any cost or expense incurred by the Tax Matters Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by this FuturesAccess Fund, and the Tax Matters Representative shall be entitled to be indemnified by this FuturesAccess Fund with respect to any action brought against it in connection with the settlement of any such proceeding. The provisions contained in this Section 10.08 shall survive the dissolution of this FuturesAccess Fund and the withdrawal of any Investor or the Transfer of any Investor’s interest in this FuturesAccess Fund and shall apply to any current or former Investor.”

Audit Procedures. The Investors agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representative, and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. This FuturesAccess Fund shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, allocate any such payment among the current or former Investors for the “reviewed year” to which the payment relates in a manner that reflects the current or former Investors’ respective interests in this FuturesAccess Fund for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor to this FuturesAccess Fund within thirty (30) days of written notice from the Tax Matters Representative requesting the payment, or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor shall pay over to this FuturesAccess Fund an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid within thirty (30) days of written notice from the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or with respect to such Investor until the date that such amount is paid to this FuturesAccess Fund. Any cost or expense incurred by the Tax Matters Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by this FuturesAccess Fund, and the Tax Matters Representative shall be entitled to be indemnified by this FuturesAccess Fund with respect to any action brought against it in connection with the settlement of any such proceeding. The provisions contained in this Section 10.08 shall survive the dissolution of this FuturesAccess Fund and the withdrawal of any Investor or the Transfer of any Investor’s interest in this FuturesAccess Fund and shall apply to any current or former Investor.”

Audit Procedures. The Investors agree to cooperate If Tenant notifies Landlord within such six (6) month period that Tenant disputes any specific item or items in good faithany Landlord’s Expense and Common Area Statement or Landlord’s Tax Statement, including without limitation by timely providing information reasonably requested by as the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representativecase may be, and by paying any applicable taxes, interest such dispute is not resolved between Landlord and penalties, to give effect to the preceding sentence. This FuturesAccess Fund shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, allocate any such payment among the current or former Investors for the “reviewed year” to which the payment relates in a manner that reflects the current or former Investors’ respective interests in this FuturesAccess Fund for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor to this FuturesAccess Fund Tenant within thirty (30) days after the date such notice is given by Tenant, either party, during the thirty (30) day period following the expiration of written the thirty (30) day period commencing on the date such notice from is given, may refer such disputed item or items for determination to an independent (i.e., neither Landlord’s nor Tenant’s) certified public accountant selected by such party and approved by the other party, which approval shall not be withheld unreasonably, and the determination of such accountant shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such determination except in the case of Tax Matters Representative requesting the paymentAdjustment and Expense and Common Area Adjustment for any Adjustment Year where it is determined that Landlord has overcharged Tenant for Tax Adjustment and Expense and Common Area Adjustment for such Adjustment Year by more than five percent (5%), or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor in which case Landlord shall pay over such costs. Notwithstanding anything to this FuturesAccess Fund an the contrary contained herein, in the event Tenant’s examination of Landlord’s books and records for a particular Adjustment Year reveals fraud, material misrepresentations or gross negligence by Landlord in the computation of Common Area Charges, Expenses or Taxes for such Adjustment Year or a discrepancy between the actual amount equal of Common Area Charges, Expenses or Taxes for such Adjustment Year and the amount charged to Tenant for such Adjustment Year is in the amount of such payment made ten percent (10%) or more (“Material Discrepancy Audit”), then Tenant shall have the right to examine Landlord’s books and records relating to the Common Area Charges, Expenses and Taxes for the prior three (3) calendar years of the Term and to take written exception to any amount charged to Tenant for any of the three (3) prior Adjustment Years on behalf of or with respect to it within before thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to after Tenant completes such examination, which examination must be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid completed within thirty sixty (3060) days of written notice from completion of the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or with respect to such Investor until the date that such amount is paid to this FuturesAccess Fund. Any cost or expense incurred by the Tax Matters Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, will be paid by this FuturesAccess Fund, and the Tax Matters Representative shall be entitled to be indemnified by this FuturesAccess Fund with respect to any action brought against it in connection with the settlement of any such proceeding. The provisions contained in this Section 10.08 shall survive the dissolution of this FuturesAccess Fund and the withdrawal of any Investor or the Transfer of any Investor’s interest in this FuturesAccess Fund and shall apply to any current or former InvestorMaterial Discrepancy Audit.”

Audit Procedures. The Investors Tax Matters Representative shallCIC is designated as the “partnership representative” under Code Section 6223, and in such capacity shall (i) represent the Company in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority, and (ii) keep the Members informed of any proceedings or notices related to tax matters or any tax elections. The Tax Matters Representative shall be entitled to take such actions on behalf of the Company in any and all proceedings with the Internal Revenue Service and any other such taxing authority as it reasonably determines to be appropriate, subject to the approval of a Majority in Interest of the Members, and any such decision made by the Tax Matters Representative shall be binding on the Company and all Members. The Members agree to cooperate in good faithfaith to timely provide information, including without limitation by timely providing information reasonably requested by the Tax Matters Representative make elections, and making elections and filing file amended returns tax returns, all as reasonably requested by the Tax Matters Representative, . The Members acknowledge and by paying any applicable taxes, interest and penaltiesagree that, to give effect the extent possible, the Company will elect out ofto push out all partnership-level tax assessments and push out adjustments to the preceding sentenceMembers. This FuturesAccess Fund If the Company shall make any payments it may be required to make under of tax assessments as a result of any dispute, controversy or proceeding, (i) the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, Company shall allocate any such payment assessment among the current or and/or former Investors Members of the Company for the “"reviewed year” " to which the payment assessment relates in a manner that reflects the current or and/or former Investors’ Members' respective interests in this FuturesAccess Fund the Company for that reviewed year based on each such Member's share of such assessment as it would be if the Company amended the tax returns for such reviewed year and any other factors taken into account in determining such Member incurred the amount of assessment directly (using the payment. To the extent payments are made tax rates reasonably determined by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (iRepresentative to be applicable) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor each current and former Member to which this FuturesAccess Fund within assessment relates shall pay to the Company such Member's share of the assessed amounts, including such Member's share of any additional accrued interest assessed against the Company relating to such Member's share of the assessed amounts, upon thirty (30) calendar days of written notice from the Tax Matters Representative requesting the payment, or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor shall pay over to this FuturesAccess Fund an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid within thirty (30) days At the reasonable discretion of written notice from the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or Representative, with respect to current Members, the Company may alternatively allow some or all of a Member's obligation pursuant to the preceding sentence to be applied to and reduce the next distribution(s) otherwise payable to such Investor until the date Member under this Agreement provided that such amount is paid application to this FuturesAccess Fund. Any cost or expense incurred by and reduction of the Tax Matters Representative in connection with its dutiesdistributions shall apply to all current Members having a share of the assessment, including pro rata based on the preparation for or pursuance Members' shares of administrative or judicial proceedings, will be paid by this FuturesAccess Fund, and the Tax Matters Representative shall be entitled to be indemnified by this FuturesAccess Fund with respect to any action brought against it in connection with the settlement of any such proceedingassessment. The provisions contained in this Section 10.08 7.04, and each Member’s respective obligations hereunder, shall survive the dissolution of this FuturesAccess Fund the Company and the withdrawal of any Investor Member or the Transfer transfer of any Investor’s Member's interest in this FuturesAccess Fund and shall apply to any current or former Investorthe Company.”

Audit Procedures. CIC is designated as the “partnership representative” under Code Section 6223, and in such capacity shall (i) represent the Company in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non- U.S. taxing authority, and (ii) keep the Members informed of any proceedings or notices related to tax matters or any tax elections. The Investors Tax Matters Representative shall be entitled to take such actions on behalf of the Company in any and all proceedings with the Internal Revenue Service and any other such taxing authority as it reasonably determines to be appropriate, subject to the approval of a Majority in Interest of the Members, and any such decision made by the Tax Matters Representative shall be binding on the Company and all Members. The Members agree to cooperate in good faithfaith to timely provide information, including without limitation by timely providing information reasonably requested by the Tax Matters Representative make elections, and making elections and filing file amended returns tax returns, all as reasonably requested by the Tax Matters Representative, . The Members acknowledge and by paying any applicable taxes, interest and penaltiesagree that, to give effect the extent possible, the Company will elect to push out all partnership-level tax assessments to the preceding sentenceMembers. This FuturesAccess Fund If the Company shall make any payments it may be required to make under of tax assessments as a result of any dispute, controversy or proceeding, (i) the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, Company shall allocate any such payment assessment among the current or and/or former Investors Members of the Company for the “"reviewed year” " to which the payment assessment relates in a manner that reflects the current or and/or former Investors’ Members' respective interests in this FuturesAccess Fund the Company for that reviewed year based on each such Member's share of such assessment as it would be if the Company amended the tax returns for such reviewed year and any other factors taken into account in determining such Member incurred the amount of assessment directly (using the payment. To the extent payments are made tax rates reasonably determined by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (iRepresentative to be applicable) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor each current and former Member to which this FuturesAccess Fund within assessment relates shall pay to the Company such Member's share of the assessed amounts, including such Member's share of any additional accrued interest assessed against the Company relating to such Member's share of the assessed amounts, upon thirty (30) calendar days of written notice from the Tax Matters Representative requesting the payment, or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor shall pay over to this FuturesAccess Fund an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid within thirty (30) days At the reasonable discretion of written notice from the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or Representative, with respect to current Members, the Company may alternatively allow some or all of a Member's obligation pursuant to the preceding sentence to be applied to and reduce the next distribution(s) otherwise payable to such Investor until the date Member under this Agreement provided that such amount is paid application to this FuturesAccess Fund. Any cost or expense incurred by and reduction of the Tax Matters Representative in connection with its dutiesdistributions shall apply to all current Members having a share of the assessment, including pro rata based on the preparation for or pursuance Members' shares of administrative or judicial proceedings, will be paid by this FuturesAccess Fund, and the Tax Matters Representative shall be entitled to be indemnified by this FuturesAccess Fund with respect to any action brought against it in connection with the settlement of any such proceedingassessment. The provisions contained in this Section 10.08 7.04, and each Member’s respective obligations hereunder, shall survive the dissolution of this FuturesAccess Fund the Company and the withdrawal of any Investor Member or the Transfer transfer of any Investor’s Member's interest in this FuturesAccess Fund and shall apply to any current or former Investorthe Company.”