Common use of IRS Claims Clause in Contracts

IRS Claims. A. In the event that a claim is made by the IRS (a "Claim") upon audit which, if successful, would result in an adjustment to the Capital Contributions of Investor Limited Partner or any payments pursuant to Sections 5.3, 5.4 or 5.13, General Partner, in General Partner's capacity as the TMP, shall, within 30 days after receiving notice of such Claim, notify Investor Limited Partner and Special Limited Partner of the Claim (such notice being referred to as a "Claim Notice") and request that Investor Limited Partner notify the Partnership of Investor Limited Partner's intention either to contest such Claim or to accept the same. If Investor Limited Partner elects to contest such Claim, the TMP shall take such action in contesting such Claim on behalf of the Partnership and Investor Limited Partner as the TMP reasonably deems necessary or as directed by Special Limited Partner. In such event, all third party costs and expenses incurred by the TMP in connection with such matter shall be borne by the Partnership and/or the Partners in accordance with the provisions of Section 7.9. The failure of Special Limited Partner, within 30 days after the date of the Claim Notice, to notify the Partnership of Investor Limited Partner's intention to contest such Claim shall be deemed to be a decision to accept the same. B. In the event that Investor Limited Partner elects to accept such Claim, General Partner may nevertheless contest the Claim by appropriate proceedings, provided, however, that (i) General Partner elects to contest such Claim, and in fact commences such contest, within any applicable period of limitations, (ii) prior to contesting any such Claim, General Partner delivers to Special Limited Partner security, satisfactory to Special Limited Partner, securing General Partner's potential obligations under Section 5.3, 5.4, 5.13 and this Section 5.6, (iii) General Partner diligently prosecutes such contest, and (iv) if, following the contest of such Claim by General Partner, all or a portion of the Claim is sustained in a Final Determination, then there shall be added to the adjustments referred to in Section 5.4, an amount equal to the interest, penalties, or any other amount assessed against Investor Limited Partner for the period commencing on the date of the Claim Notice and ending on the date of such Final Determination. C. If, following a decision by General Partner to contest a Claim under Section 5.6B above, 50% or more of the tax deficiency amount specified in the Claim is sustained in a Final Determination, the costs and expenses of contesting the Claim shall be borne solely by General Partner. If such Final Determination results in less than 50% of the tax deficiency amount specified in the Claim being upheld, the costs and expenses of contesting the Claim shall be borne by the Partnership and/or the Partners in accordance with the provisions of Section 7.9.

IRS Claims. A. In the event that a claim is made by the IRS (a "Claim") upon audit which, if successful, would result in an adjustment to the Capital Contributions of Investor Limited Partner or any payments pursuant to Sections 5.35.4, 5.4 5.5 or 5.13, General Partner, in General Partner's capacity as the TMP, shall, within 30 days after receiving notice of such Claim, notify Investor Limited Partner and Special Limited Partner of the Claim (such notice being referred to as a "Claim Notice") and request that Investor Limited Partner notify the Partnership of Investor Limited Partner's intention either to contest such Claim or to accept the same. If Investor Limited Partner elects to contest such Claim, the TMP shall take such action in contesting such Claim on behalf of the Partnership and Investor Limited Partner as the TMP reasonably deems necessary or as directed by Special Limited Partner. In such event, all third party costs and expenses incurred by the TMP in connection with such matter shall be borne by the Partnership and/or the Partners in accordance with the provisions of Section 7.9. The failure of Special Limited Partner, within 30 days after the date of the Claim Notice, to notify the Partnership of Investor Limited Partner's intention to contest such Claim shall be deemed to be a decision to accept the same. B. In the event that Investor Limited Partner elects to accept such Claim, General Partner may nevertheless contest the Claim by appropriate proceedings, provided, however, that (i) General Partner elects to contest such Claim, and in fact commences such contest, within any applicable period of limitations, (ii) prior to contesting any such Claim, General Partner delivers to Special Limited Partner security, satisfactory to Special Limited Partner, securing General Partner's potential obligations under Section 5.35.4, 5.45.5, 5.13 and this Section 5.6, (iii) General Partner diligently prosecutes such contest, and (iv) if, following the contest of such Claim by General Partner, all or a portion of the Claim is sustained in a Final Determination, then there shall be added to the adjustments referred to in Section 5.4, Sections 5.4 and 5.5 an amount equal to the interest, penalties, or any other amount assessed against Investor Limited Partner for the period commencing on the date of the Claim Notice and ending on the date of such Final Determination. C. If, following a decision by General Partner to contest a Claim under Section 5.6B above, 50% or more of the tax deficiency amount specified in the Claim is sustained in a Final Determination, the costs and expenses of contesting the Claim shall be borne solely by General Partner. If such Final Determination results in less than 50% of the tax deficiency amount specified in the Claim being upheld, the costs and expenses of contesting the Claim shall be borne by the Partnership and/or the Partners in accordance with the provisions of Section 7.9.