Common use of Tax Audit Expenses Clause in Contracts

Tax Audit Expenses. In the event the Partnership is audited by the Internal Revenue Service, the Partnership shall pay all of the costs incurred in defending the Partnership’s tax position, including the cost of third party professionals engaged to assist in preparing for and representing the Partnership in such an audit. In the event the Partnership does not have funds available to pay such costs, the General Partner may advance such sums or may loan sufficient funds to the Partnership to cover such costs, in accordance with Section 5.4 herein. The General Partner shall be solely responsible for determining when and to what extent to compromise, defend, or otherwise pursue the Partnership’s position with respect to the treatment of any item of Partnership income, expense, deduction, or allocation with respect to such an audit. ~16~ Table of Contents ARTICLE XII

Tax Audit Expenses. In the event the Partnership is audited by the Internal Revenue Service, the Partnership shall pay all of the costs incurred in defending the Partnership’s tax position, including the cost of third party professionals engaged to assist in preparing for and representing the Partnership in such an audit. In the event the Partnership does not have funds available to pay such costs, ; the General Partner may advance such sums or may loan sufficient funds to the Partnership to cover such costs, in accordance with Section 5.4 herein. The General Partner shall be solely responsible for determining when and to what extent to compromise, defend, or otherwise pursue the Partnership’s position with respect to the treatment of any item of Partnership income, expense, deduction, or allocation with respect to such an audit. ~16~ Table of Contents ARTICLE XII.