Common use of Original Partner Participation in the Corporation’s and Partnerships’ Tax Matters Clause in Contracts

Original Partner Participation in the Corporation’s and Partnerships’ Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporation and the Partnerships, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporation shall notify the Original Partners of, and keep the Original Partners reasonably informed with respect to the portion of any audit of the Corporation and the Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect the Original Partners’ rights and obligations under this Agreement, and shall provide to the Original Partners reasonable opportunity to provide information and other input to the Corporation, the Partnerships and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporation and the Partnerships shall not be required to take any action that is inconsistent with any provision of any of the Partnership Agreements.

Original Partner Participation in the Corporation’s and Partnerships’ Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporation and the Partnerships, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporation shall notify the applicable Original Partners Partner of, and keep the applicable Original Partners Partner reasonably informed with respect to the portion of any audit of the Corporation and the Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Original Partners’ Partner’s rights and obligations under this Agreement, and shall provide to the applicable Original Partners Partner reasonable opportunity to provide information and other input to the Corporation, the Partnerships and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporation and the Partnerships shall not be required to take any action that is inconsistent with any provision of any of the Partnership Agreements.