Common use of Additional Claims Clause in Contracts

Additional Claims. The Executive shall provide written notification to the Company of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company shall ether (i) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive that the Company shall contest the claim on the Executive’s behalf. In the event, the Company provides the Executive with such written notice, Executive shall: (A) provide the Company with any information reasonably requested by the Company relating to such claim; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (D) below; (C) cooperate with the Company in good faith in order to effectively contest such claim; and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s payment of that additional Excise Tax on the Executive’s behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (D), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s sole option, either direct the Executive to pay the tax claimed and sxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that should the Company direct the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s forgiveness of such advance; provided, further, that the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive You shall provide written notification to the Company of any claim made by the Internal Revenue Service which that would, if successful, require the payment by the Company of an additional Parachute Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive You shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company shall ether (i) make the additional Parachute Gross-Up Payment to the Executive you attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive you that the Company shall contest the claim on the Executive’s your behalf. In the event, the Company provides the Executive you with such written notice, Executive you shall: (A) provide the Company with any information reasonably requested by the Company relating to such claim; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Executiveyou, with the fees and expenses of such attorney to be the sole responsibility of the Company without any tax implications to the Executive you in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (D) below; (C) cooperate with the Company in good faith in order to effectively contest such claim; and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all additional Excise Taxes imposed upon the Executive you and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive you for and hold him you harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive you and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s payment of that additional Excise Tax on the Executive’s your behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive you by reason of the foregoing shall be paid to him you or on his your behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (D), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s sole option, either direct the Executive you to pay the tax claimed and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive you shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that should the Company direct the Executive you to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executiveyou, on an interest-free basis, and shall indemnify the Executive you for and hold him you harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s forgiveness of such advance; provided, further, that the Company’s control of the contest shall be limited to issues with respect to which a Parachute Gross-Up Payment would be payable hereunder, and the Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive shall provide written notification to the Company Corporation of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company Corporation of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company Corporation of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company Corporation (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company Corporation shall ether (i) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive that the Company Corporation shall contest the claim on the Executive’s 's behalf. In the event, the Company Corporation provides the Executive with such written notice, the Executive shall: (A) provide the Company Corporation with any information reasonably requested by the Company Corporation relating to such claim; (B) take such action in connection with contesting such claim as the Company Corporation may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company Corporation and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company Corporation without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (D) below; (C) cooperate with the Company Corporation in good faith in order to effectively contest such claim; and (D) permit the Company Corporation to participate in any proceedings relating to such claim; provided, however, that the Company Corporation shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s Corporation's payment of that additional Excise Tax on the Executive’s 's behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (D), the Company Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s Corporation's sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company Corporation shall determine; provided, however, that should the Company Corporation direct the Executive to pay such claim and sxx xxx for a refund, the Company Corporation shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s Corporation's forgiveness of such advance; provided, further, that the Company’s Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive shall provide written notification to the Company Corporation of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company Corporation of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company Corporation of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company Corporation (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company Corporation shall ether (i) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive that the Company Corporation shall contest the claim on the Executive’s behalf. In the event, the Company Corporation provides the Executive with such written notice, the Executive shall: (A) provide the Company Corporation with any information reasonably requested by the Company Corporation relating to such claim; (B) take such action in connection with contesting such claim as the Company Corporation may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company Corporation and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company Corporation without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (D) below; (C) cooperate with the Company Corporation in good faith in order to effectively contest such claim; and (D) permit the Company Corporation to participate in any proceedings relating to such claim; provided, however, that the Company Corporation shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the CompanyCorporation’s payment of that additional Excise Tax on the Executive’s behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (D), the Company Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the CompanyCorporation’s sole option, either direct the Executive to pay the tax claimed and sxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company Corporation shall determine; provided, however, that should the Company Corporation direct the Executive to pay such claim and sxx for a refund, the Company Corporation shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the CompanyCorporation’s forgiveness of such advance; provided, further, that the CompanyCorporation’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive You shall provide written notification to the Company of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive You shall not pay such claim prior to the expiration of the thirty (30)-day 30) day period following the date on which such notice is given to the Company (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day 30) day or shorter period, the Company shall ether (i) make pay you the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive you that the Company shall contest the claim on the Executive’s your behalf. In the event, the Company provides the Executive you with such written notice, Executive you shall: (Aa) provide the Company with any information reasonably requested by the Company relating to such claim; (Bb) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Executiveyou, with the fees and expenses of such attorney to be the sole responsibility of the Company without any tax implications to the Executive you in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (Dd) below; (Cc) cooperate with the Company in good faith in order to effectively contest such claim; and (Dd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all additional Excise Taxes imposed upon the Executive you and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive you for and hold him you harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive you and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s payment of that additional Excise Tax on the Executive’s your behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive you by reason of the foregoing shall be paid to him you or on his your behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (Dd), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s sole option, either direct the Executive you to pay the tax claimed and sxx sue for a refund or contest the claim in any permissible manner, and the Executive you shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that should the Company direct the Executive you to pay such claim and sxx sue for a refund, the Company shall advance the amount of such payment to the Executiveyou, on an interest-free basis, and shall indemnify the Executive you for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s forgiveness of such advance; provided, further, that the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive shall provide written notification to the Company Corporation of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company Corporation of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company Corporation of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company Corporation (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company Corporation shall ether (i) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim claim, or (ii) provide written notice to the Executive that the Company Corporation shall contest the claim on the Executive’s 's behalf. In the event, the Company Corporation provides the Executive with such written notice, the Executive shall: (A) provide the Company Corporation with any information reasonably requested by the Company Corporation relating to such claim; (B) take such action in connection with contesting such claim as the Company Corporation may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company Corporation and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company Corporation without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (D) below; (C) cooperate with the Company Corporation in good faith in order to effectively contest such claim; and (D) permit the Company Corporation to participate in any proceedings relating to such claim; provided, however, that the Company Corporation shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s Corporation's payment of that additional Excise Tax on the Executive’s 's behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (D), the Company Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s Corporation's sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company Corporation shall determine; provided, however, that should the Company Corporation direct the Executive to pay such claim and sxx xxx for a refund, the Company Corporation shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s Corporation's forgiveness of such advance; provided, further, that the Company’s Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.. PART SIX -- RESTRICTIVE COVENANTS

Additional Claims. The Executive shall provide written notification to the Company EMC of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company EMC of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company EMC of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day 30) day period following the date on which such notice is given to the Company EMC (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day 30) day or shorter period, the Company EMC shall ether either (iA) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim claim, or (iiB) provide written notice to the Executive that the Company EMC shall contest the claim on the Executive’s behalf. In the event, the Company EMC provides the Executive with such written notice, the Executive shall: (Ai) provide the Company EMC with any information reasonably requested by the Company EMC relating to such claim; (Bii) take such action in connection with contesting such claim as the Company EMC may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company EMC and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company EMC without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph subsection (Div) below; (Ciii) cooperate with the Company EMC in good faith in order to effectively contest such claim; and (Div) permit the Company EMC to participate in any proceedings relating to such claim; provided, however, that the Company EMC shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the CompanyEMC’s payment of that additional Excise Tax on the Executive’s behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph subsection (Div), the Company EMC shall control all proceedings taken in connection with such contest andcontest, and at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the CompanyEMC’s sole option, either direct the Executive to pay the tax claimed claim and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company EMC shall determine; provided, however, that should the Company EMC direct the Executive to pay such claim and sxx xxx for a refund, the Company EMC shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or and penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the CompanyEMC’s forgiveness of such advance; provided, further, that the CompanyEMC’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive shall provide written notification to the Company EMC of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company EMC of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company EMC of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day 30) day period following the date on which such notice is given to the Company EMC (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day 30) day or shorter period, the Company EMC shall ether either (iA) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim claim, or (iiB) provide written notice to the Executive that the Company EMC shall contest the claim on the Executive’s behalf. In the event, the Company EMC provides the Executive with such written notice, the Executive shall: (Ai) provide the Company EMC with any information reasonably requested by the Company EMC relating to such claim; (Bii) take such action in connection with contesting such claim as the Company EMC may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company EMC and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company EMC without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph subsection (Div) below; (Ciii) cooperate with the Company EMC in good faith in order to effectively contest such claim; and (Div) permit the Company EMC to participate in control any proceedings relating to such claim; provided, however, that the Company EMC shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penalties) attributable to the CompanyEMC’s payment of that additional Excise Tax on the Executive’s behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph subsection (Div), the Company EMC shall control all proceedings taken in connection with such contest andcontest, and at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the CompanyEMC’s sole option, either direct the Executive to pay the tax claimed claim and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company EMC shall determine; provided, however, that should the Company EMC direct the Executive to pay such claim and sxx xxx for a refund, the Company EMC shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or and penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the CompanyEMC’s forgiveness of such advance; provided, further, that the CompanyEMC’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive shall provide written notification to the Company of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which such notice is given to the Company (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day or shorter period, the Company shall ether (i) make the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive that the Company shall contest the claim on the Executive’s behalf. In the event, the Company provides the Executive with such written noticenotice of its decision to contest the claim, Executive shall: (Ai) provide give the Company with any information reasonably requested by the Company relating to such claim; (Bii) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Executive, with the fees and expenses of such attorney to be the sole responsibility of the Company without any tax implications to the Executive in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (DSection 11(C)(iv) below; (Ciii) cooperate with the Company in good faith in order to effectively contest such claim; and (Div) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all additional Excise Taxes imposed upon the Executive and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any additional Excise Tax (including interest and penaltiespenalties with respect thereto) imposed upon the Executive and any Excise Tax or income or employment tax (including interest and penaltiespenalties with respect thereto) attributable to the Company’s payment of that additional Excise Tax on the Executive’s behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive by reason of the foregoing shall be paid to him or on his behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (DSection 11(C)(iv), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s sole option, either direct the Executive to pay the tax claimed and sxx xxx for a refund or contest the claim in any permissible manner, and the Executive shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that should the Company direct the Executive to pay such claim and sxx xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify the Executive for and hold him harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance or and any income resulting from the Company’s forgiveness of such advance; provided, further, that the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

Additional Claims. The Executive You shall provide written notification to the Company of any claim made by the Internal Revenue Service which would, if successful, require the payment by the Company of an additional Gross-Up Payment. Such notification shall be given as soon as practicable after the Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive You shall not pay such claim prior to the expiration of the thirty (30)-day 30) day period following the date on which such notice is given to the Company (or such shorter period ending on the date that any payment of taxes, interest and/or penalties with respect to such claim is due). Prior to the expiration of such thirty (30)-day 30) day or shorter period, the Company shall ether (i) make pay you the additional Gross-Up Payment to the Executive attributable to the Internal Revenue Service claim or (ii) provide written notice to the Executive you that the Company shall contest the claim on the Executive’s your behalf. In the event, the Company provides the Executive you with such written notice, Executive you shall: (Aa) provide the Company with any information reasonably requested by the Company relating to such claim; (Bb) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including (without limitation) accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to the Executiveyou, with the fees and expenses of such attorney to be the sole responsibility of the Company without any tax implications to the Executive you in accordance with the same tax indemnity/gross-up arrangement as in effect under subparagraph (Dd) below; (Cc) cooperate with the Company in good faith in order to effectively contest such claim; and (Dd) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all additional Excise Taxes imposed upon the Executive you and all costs, legal fees and other expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive you for and hold him you harmless from, on an after-tax basis, any additional Excise Tax (including interest and penalties) imposed upon the Executive you and any Excise Tax or income or employment tax (including interest and penalties) attributable to the Company’s payment of that additional Excise Tax on the Executive’s your behalf or imposed as a result of such representation and payment of all related costs, legal fees and expenses. The amounts owed to the Executive you by reason of the foregoing shall be paid to him you or on his your behalf as they become due and payable. Without limiting the foregoing provisions of this subparagraph (Dd), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at the Company’s sole option, either direct the Executive you to pay the tax claimed and sxx sue for a refund or contest the claim in any permissible manner, and the Executive you shall prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that should the Company direct the Executive you to pay such claim and sxx sue for a refund, the Company shall advance the amount of such payment to the Executiveyou, on an interest-free basis, and shall indemnify the Executive you for and hold him you harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance or any income resulting from the Company’s forgiveness of such advance; provided, further, that the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.