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

Partner Participation in the Corporation’s and HLA’s 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 HLA, 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 Partners of, and keep the Partners reasonably informed with respect to the portion of any audit of the Corporation and HLA by a Taxing Authority the outcome of which is reasonably expected to affect the Partners’ rights and obligations under this Agreement, and shall provide to the Partners reasonable opportunity to provide information and other input to the Corporation, HLA and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporation and HLA shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.

Partner Participation in the Corporation’s and HLA’s 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 HLA, 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 Partners of, and keep the Partners reasonably informed with respect to the portion of any audit of the Corporation and HLA by a Taxing Authority the outcome of which is reasonably expected to affect the Partners’ rights and obligations under this Agreement, and shall provide to the Partners reasonable opportunity to provide information and other input to the Corporation, HLA and their respective advisors concerning the conduct of any such portion of such audit; audit; provided, however, that the Corporation and HLA shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.