Common use of Claim Process Clause in Contracts

Claim Process. You will notify Dole in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Dole of an additional Gross-Up Payment. The notification will be given as soon as practicable but in no event later than 10 business days after you are informed in writing of such claim, and will apprise Dole of the basis for the IRS’s claim and the dates by which such claim is required to be paid or a protest or appeal filed. You will not pay such claim prior to the 31st day after the date on which you give such notice to Dole (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Dole notifies you in writing prior to the expiration of such period that it desires to contest such claim, you will: • give Dole any information reasonably requested by Dole relating to such claim; • take such action in connection with contesting such claim as Dole will 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 Dole; • cooperate with Dole in good faith in order effectively to contest such claim; and • permit Dole to participate in any proceedings relating to such claim; provided, however, that Dole will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Dole will 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 its sole option, either direct you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Dole will determine; provided, however, that if we direct you to pay such claim and xxx for a refund, Dole will advance the amount of such payment to you, on an interest-free basis and will indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Xxxx’x control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and you will 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.

Claim Process. You will notify Dole Xxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Dole Xxxx of an additional the Gross-Up Payment. The notification will be given as soon as practicable but in no event later than 10 business days after you are informed in writing of such claim, claim and will apprise Dole Xxxx of the basis for nature of the IRS’s 's claim and the dates by date on which such claim is required requested to be paid or a protest or appeal filedpaid. You will not pay such claim prior to the 31st day after the date on which you give such notice to Dole Xxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Dole Xxxx notifies you in writing prior to the expiration of such period that it desires to contest such claim, you will: • - give Dole Xxxx any information reasonably requested by Dole Xxxx relating to such claim; • - take such action in connection with contesting such claim as Dole Xxxx will 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 DoleXxxx; • - cooperate with Dole Xxxx in good faith in order effectively to contest such claim; and • - permit Dole Xxxx to participate in any proceedings relating to such claim; provided, however, that Dole Xxxx will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Dole Xxxx will 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 its sole option, either direct you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Dole Xxxx will determine; provided, however, that if we direct you to pay such claim and xxx for a refund, Dole Xxxx will advance the amount of such payment to you, on an interest-free basis and will indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Xxxx’x Xxxx'x control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and you will 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.

Claim Process. You will notify Dole Xxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Dole Xxxx of an additional the Gross-Up Payment. The notification will be given as soon as practicable but in no event later than 10 business days after you are informed in writing of such claim, claim and will apprise Dole Xxxx of the basis for nature of the IRS’s 's claim and the dates by date on which such claim is required requested to be paid or a protest or appeal filedpaid. You will not pay such claim prior to the 31st day after the date on which you give such notice to Dole Xxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Dole Xxxx notifies you in writing prior to the expiration of such period that it desires to contest such claim, you will: • give Dole Xxxx any information reasonably requested by Dole Xxxx relating to such claim; • take such action in connection with contesting such claim as Dole Xxxx will 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 DoleXxxx; • cooperate with Dole Xxxx in good faith in order effectively to contest such claim; and • permit Dole Xxxx to participate in any proceedings relating to such claim; provided, however, that Dole Xxxx will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and will indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Dole Xxxx will 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 its sole option, either direct you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Dole Xxxx will determine; provided, however, that if we direct you to pay such claim and xxx for a refund, Dole Xxxx will advance the amount of such payment to you, on an interest-free basis and will indemnify and hold you harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Xxxx’x Xxxx'x control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and you will 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.