Common use of Expenses of Tax Matters Partner Clause in Contracts

Expenses of Tax Matters Partner. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made from Cash Flow or any discretionary reserves are set aside by the General Partner. The General Partner shall have the obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitations of liability of General Partner and indemnification set forth in Section 8.07 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

Expenses of Tax Matters Partner. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partnerspartners. The payment of all such expenses shall be made before any distributions are made from Cash Flow Available for Distribution or any discretionary reserves are set aside by the General Partner. The Neither the General Partner Partner, or any Affiliate, nor any other Person shall have the any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on of limitations of liability of the General Partner and indemnification set forth in Section 8.07 of this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

Expenses of Tax Matters Partner. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the PartnersPartnership, the Partners and the Unitholders. The payment of all such expenses shall be made before any distributions are made from Cash Flow or any discretionary reserves are set aside by Available for Distribution. Neither of the General Partner. The General Partner Partners, nor any of their respective Affiliates, nor any other Person shall have the any obligation to provide funds for such purposepurposes. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner Partner, and the provisions on limitations of liability and indemnification of the General Partner and indemnification set forth in Section 8.07 of this Agreement 5.8 shall be fully applicable to the Tax Matters Partner in its capacity as such.