Common use of Tax Claims and Proceedings Clause in Contracts

Tax Claims and Proceedings. In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial Proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (i) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (ii) in any material Proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause the other Members to become a “notice partner” within the meaning of prior Code Section 6231(a)(8), (iii) in any material Proceeding the Tax Matters Member shall furnish to the other Members a copy of all material notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (iv) in any material Proceeding the Tax Matters Member shall notify the other Member of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as the Tax Matters Member.

Tax Claims and Proceedings. In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial Proceedings proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (ia) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (iib) in any material Proceeding proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of prior Code Section 6231(a)(8), (iiic) in any material Proceeding proceeding the Tax Matters Member shall furnish to the other Members a copy of all material notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (ivd) in any material Proceeding the proceeding a Tax Matters Member shall notify the other Member Members of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as the Tax Matters Member.

Tax Claims and Proceedings. In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial Proceedings proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (ia) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (iib) in any material Proceeding proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of prior Code Section 6231(a)(8), (iiic) in any material Proceeding proceeding the Tax Matters Member shall furnish to the other Members a copy of all material notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (ivd) in any material Proceeding proceeding the Tax Matters Member shall notify the other Member Members of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as the Tax Matters Member. The Tax Matters Member shall use commercially reasonable efforts to provide tax returns to all Members within 120 days after the end of the relevant fiscal year.

Tax Claims and Proceedings. In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial Proceedings proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (ia) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (iib) in any material Proceeding proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause each of the other Members to become a “notice partner” within the meaning of prior Code Section 6231(a)(8), (iiic) in any material Proceeding proceeding the Tax Matters Member shall furnish to the other Members a copy of all material notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (ivd) in any material Proceeding proceeding the Tax Matters Member shall notify the other Member Members of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as the Tax Matters Member.

Tax Claims and Proceedings. In respect of any income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any income tax return of the Company, or any administrative or judicial Proceedings proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, (ia) all expenses reasonably incurred by the Tax Matters Member in connection therewith shall be expenses of the Company, (iib) in any material Proceeding proceeding the Tax Matters Member shall promptly take such action as may be necessary to cause each of the other Members to become a “"notice partner” " within the meaning of prior Code Section 6231(a)(8), (iiic) in any material Proceeding proceeding the Tax Matters Member shall furnish to the other Members a copy of all material notices or other written communications received by the Tax Matters Member from the Internal Revenue Service (except such notices or communications as are sent directly to the Members), and (ivd) in any material Proceeding proceeding the Tax Matters Member shall notify the other Member Members of all material conversations it has with the relevant taxing authority and shall keep the other Members reasonably informed of all material matters which may come to its attention in its capacity as the Tax Matters Member.