Claims by the IRS. You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-up Payment. Such notification shall be given as soon as practicable, but no later than fifteen (15) business days after you are informed in writing of such claim. You shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the thirty (30) calendar day period following the date on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies you in writing prior to the expiration of such period that the Company desires to contest such claim, you shall:
Claims by the IRS. Xxxxxxxxx shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Xxxxxxxxx is informed in writing of such claim. Xxxxxxxxx shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Xxxxxxxxx shall not pay such claim prior to the expiration of the 30-day period following the date on which Xxxxxxxxx gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Xxxxxxxxx in writing prior to the expiration of such period that the Company desires to contest such claim, Xxxxxxxxx shall:
Claims by the IRS. Without limitation on the foregoing provisions of this Section 11, the Company shall control all proceedings taken in connection with any contest by the Internal Revenue service or other taxing authority, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion,.
Claims by the IRS. The EXECUTIVE shall notify the EMPLOYER in writing of any claim by the U.S. Internal Revenue Service that, if successful, would require the payment by the EMPLOYER of the GROSS-UP PAYMENT under the terms of this Agreement. Such notification shall be given as soon as practicable, but no later than 10 business days after the EXECUTIVE is informed in writing of such claim. The EXECUTIVE shall apprise the EMPLOYER 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 30-day period following the date on which the EXECUTIVE gives such notice to the EMPLOYER (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the EMPLOYER notifies the EXECUTIVE in writing prior to the expiration of such period that the EMPLOYER desires to contest such claim, the EXECUTIVE shall:
