Tax Audit Sample Clauses

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 H▇▇▇▇▇ 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. 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. 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 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. (a) After the Closing, ActaMed shall promptly notify UHC in writing of the commencement of any Tax audit or administrative or judicial proceeding and shall also separately notify UHC in writing of any demand or claim on ActaMed or the Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by UHC under this Article 10. Such notice shall contain factual information (to the extent known to ActaMed or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If ActaMed fails to give UHC prompt notice of an asserted Tax liability as required by this Section 10.03, then (a) if UHC is precluded by the failure to give prompt notice from contesting the asserted Tax liability in the appropriate administrative or judicial forums, then UHC shall not have any obligation to indemnify ActaMed for any loss or damage arising out of such asserted Tax liability, and (b) if UHC is not so precluded from contesting but such failure to give prompt notice results in a detriment to UHC, then any amount which UHC is otherwise required to pay ActaMed pursuant to this Article 10 with respect to such liability shall be reduced by the amount of such detriment. (b) UHC may elect to direct, through counsel of its own choosing and at its own expense, any audit, or administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under this Article 10 (any such audit or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If UHC elects to direct the Contest of an asserted Tax liability, it shall within 30 calendar days of receipt of the notice of an asserted Tax liability notify ActaMed of its intent to do so, and ActaMed shall cooperate in good faith and shall cause the Company or its successor to cooperate in good faith, at UHC's expense, in each phase of such Contest. If UHC elects not to direct the Contest, fails to notify ActaMed of its election as herein provided or contests its obligation to indemnify under Section 10.01, ActaMed or the Company may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither ActaMed nor the Company (including any designated representative of either) may settle or compromise any asserted liability...

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