Common use of Notice of Tax Audits Clause in Contracts

Notice of Tax Audits. If any claim, demand, assessment (including a notice of proposed assessment) or other assertion is made with respect to taxes against the Protected Partners or the Operating Partnership or any entity of which the Operating Partnership owns at least eighty (80%) per cent of the outstanding ownership interests (determined on the basis of the value to be received upon a liquidation of the entity), that could result in tax liability to a Protected Partner (“Tax Claim”) or if the REIT or the Operating Partnership receives any notice from any jurisdiction with respect to any current or future audit, examination, investigation or other proceeding (“Tax Proceeding”) involving the Protected Partners or the Operating Partnership or that otherwise could involve a matter covered in this Agreement and could directly or indirectly affect the Protected Partners (adversely or otherwise), the REIT or the Operating Partnership, as applicable, shall promptly notify the Protected Partners of such Tax Claim or Tax Proceeding.