Tax Audit Sample Clauses

Tax Audit. In the event this Partnership is audited by the Internal Revenue Service, the costs and expenses incurred to defend and comply with the audit shall be an expense of the Partnership. Any audit of any individual Partner shall not be deemed to be an audit of this Partnership.

Tax Audit. The parties hereto will cooperate with each other in making such information available as reasonably necessary in the event of a tax audit, whether in Canada, the United States or any other country or region.

Tax Audit. The receipt of notice from the Internal Revenue Service or any state or local tax authority of any assessment relating to the tax treatment of any Borrower as other than a partnership;

Tax Audit. The Partnership may, if it is eligible and at the discretion of the Partnership Representative, elect to opt out of the partnership tax audit regime implemented under Internal Revenue Code Section 6221 for tax years beginning after 2022. The Partnership Representative shall notify all Unit Holders of any proceedings commenced by the Internal Revenue Service, and thereafter shall furnish all Unit Holders periodic reports at least quarterly on the status of such proceedings. The Partnership Representative is authorized and required to represent the Partnership in connection with all examinations of the Partnership by any taxing authority having jurisdiction over the Partnership, and to take such action, including settlement or litigation of such proceedings, as it, in its discretion, deems to be in the best interest of the Partnership. Each Unit Hxxxxx agrees to cooperate with the Partnership Representative and to do or refrain from doing any and all things reasonably requested by the Partnership Representative with respect to any such examination or any resulting filing or proceeding. No Person other than the Partnership Representative shall have any right to (a) participate in any audit of any Partnership tax return; (b) participate in any proceedings arising out of or in connection with any Partnership audit or tax return, amended tax return or claim for a refund; or (c) appeal or otherwise challenge any findings in any such proceeding. The Partnership Representative shall have sole discretion to determine whether the Partnership will contest any proposed or assessed tax deficiencies or penalties on its own behalf or on behalf of the Unit Holders. Any tax payment deficiency and penalty shall be allocated to and paid by the Unit Holders (including former Unit Holders) who held Units in the year under review, in proportion to their respective Partnership Interests in the year under review, as determined by the Managing Partner. Any tax overpayment shall be allocated to the Unit Holders who hold Units in the year in which the tax overpayment is finally determined by the Internal Revenue Service or other taxing authority, in proportion to their respective Partnership Interests. Each Unit Holder (including former Unit Holders) shall pay its proportionate share of any tax payment deficiency or penalty finally determined by the Internal Revenue Service or other taxing authority within 30 days after demand by the Partnership Representative. Each Unit Holder indem...

Tax Audit. If Purchaser (which, for purposes of this first sentence of this Section 8.5, shall be deemed to include any of its Affiliates or any of the Transferred Entities) or Parent (which, for purposes of this first sentence of this Section 8.5, shall be deemed to include any of its Affiliates (other than the Transferred Entities)) receives notice of any Action in respect of any Taxes or any Tax Return of the Transferred Entities for any taxable period ending on or before the Closing Date or any Straddle Period, then such party will promptly give written notice along with copies of any assessment, notice or other document received from any Governmental Entity to the other party; provided, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VIII. To the extent that portion of any such audit, investigation, or other Action is reasonably expected to relate to a Parent Tax Return or the validity of the Tax treatment of the steps contemplated by Exhibit A (the portion of each Action, a “Parent Tax Audit”), Parent will have the right, at its own expense, to control the defense of the Parent Tax Audit, provided that (A) Parent gives written notice to the Purchaser within fifteen (15) days after the Parent receives notice of the Parent Tax Audit from the Purchaser (or any of its Affiliates) or the applicable Governmental Entity, (B) Parent keeps the Purchaser reasonably informed of all material matters that come to its attention in respect of the Parent Tax Audit, (C) Parent offers Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such Parent Tax Audit, (D) Parent defends such Parent Tax Audit diligently and in good faith as if it were the only party in interest in connection with such Parent Tax Audit, and (E) Parent does not settle, compromise or abandon any such Parent Tax Audit without obtaining the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser will be entitled to participate in the defense of any Parent Tax Audit, at its own expense. Where Parent does not elect to control the defense of the Parent Tax Audit, Purchaser shall be entitled to control such Parent Tax Audit and to settle or compromise such Parent Tax Audit, without the consent of Parent. Notwithstanding the foregoing, to the extent that any audit, investigation, or other Actio...

Tax Audit. The above Clause 19.1 through 19.4 relating to a Tax Claim shall apply mutatis mutandis to any Tax Audit.

Tax Audit. If FSTAT is audited by any taxing authority(ies) in connection with the Services, FSTAT and Customer agree to reasonably cooperate in the event of a potential challenge to the assessment by the taxing authority(ies), and Customer shall not unreasonably condition, delay, or withhold that cooperation to FSTAT. The party requesting to challenge the audit assessment will be responsible for all legal fees and other expenses related to such challenge. Any fines, penalties, interest, and additions to Taxes or similar liabilities imposed as a result of the audit, will be passed onto Customer in a manner consistent with this Section, except for any late payment penalties and interest which would be the responsibility of FSTAT due to its failure to timely remit Taxes.

Tax Audit. Includes the services of an attorney (but not accounting services) during a personal (non-business related) tax audit process required by federal and state tax authorities and negotiations relating to it. This service does not include a defense against criminal charges nor the defense of civil tax litigation in any tax court.

Tax Audit. No audit of the Company’s or the Seller’s Tax Returns by any taxing authority is currently pending or to the Seller’s knowledge threatened, and no issues have been raised by any taxing authority in connection with any Tax Returns. No material issues have been raised in any examination by any taxing authority with respect to the Company or the Seller which reasonably could be expected to result in a proposed deficiency for any other period not so examined, and there are no unresolved issues or unpaid deficiencies relating to such examinations. The items relating to the business, properties, or operations of the Company on the Tax Returns filed by or on behalf of the Company for all taxable years (including the supporting schedules therewith), available copies of which have been supplied to the Purchaser, in all material respects state accurately the information requested with respect to the Company and the Seller and such information was derived from the books and records of the Company and the Seller.

Tax Audit. Except as disclosed in Schedule 14.20.5, none of the EMP Group Companies is involved in any Tax Audit. No Tax dispute or other proceeding is pending in respect of any EMP Group Company, and no EMP Group Company has been notified by any Tax Authority in writing that such authority intends to commence any such proceeding. No waiver or agreement by the EMP Group Companies is in force for the extension of time for the collection or assessment of any Taxes (or that otherwise extend any statute of limitations relating to Taxes of the Company or any Subsidiary thereof), and no request for such waiver, agreement or extension is outstanding. None of the EMP Group Companies have received written notice from any Tax Authority of any Tax deficiency that is outstanding, assessed or proposed against the EMP Group Companies and has not been resolved in full.