Common use of Imputed Underpayments Clause in Contracts

Imputed Underpayments. For taxable years beginning after December 31, 2017, in the event any adjustment to any item of income, gain, loss, deduction or credit of the Partnership, or any Limited Partner’s or Assignee’s (or Beneficial Owner’s) distributive share thereof, for a reviewed year that would result in an imputed underpayment of the Partnership under Code Section 6225, each Limited Partner or Assignee (or Beneficial Owner) for the reviewed year agrees to timely take all actions requested by the Tax Representative in order to reduce or eliminate the amount of the imputed underpayment. To the extent that the Partnership incurs any liability for tax (including interest and penalties) under Code Section 6225 as the result of any imputed underpayment (or any similar provision of state or local law), the General Partner (i) may treat such as amount as a Partnership expense, or (ii) may allocate such amount among the Limited Partners or Assignees (or Beneficial Owners) in an equitable manner as determined by the General Partner in its sole discretion and treat the amount allocated to a Limited Partner or Assignee (or Beneficial Owner) as a withholding of tax subject to Section 10.6.2 of this Agreement.