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Common use of Contest Clause in Contracts

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible maxxxr. The Executive agrees 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 the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 9 contracts

Samples: Change in Control Agreement (MTS Systems Corp), Change in Control Agreement (MTS Systems Corp), Change in Control Agreement (MTS Systems Corp)

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Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 the Executive it 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 4(c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax tax, interest and penalties claimed and sue xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance, on an interest-free basis, the amount of such payment to the Executive together with any Excise Tax and income taxes 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 8 contracts

Samples: Change in Control Agreement (TCF Financial Corp), Change in Control Agreement (TCF Financial Corp), Change in Control Agreement (TCF Financial Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1A) give Give the Company any information reasonably requested by the Company relating to such claim; (2B) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4D) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 6 contracts

Samples: Employment Agreement (Brunswick Corp), Employment Agreement (Brunswick Corp), Employment Agreement (Brunswick Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) 10 business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 3(c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company shall determine, provided that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 4 contracts

Samples: Change of Control, Confidentiality and Noncompete Agreement (Provell Inc), Change of Control, Confidentiality and Noncompete Agreement (Damark International Inc), Change of Control, Confidentiality and Noncompete Agreement (Damark International Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1) give . Give the Company any information reasonably requested by the Company relating to such claim; (2) take . Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3) cooperate . Cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit . Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 2 contracts

Samples: Employment Agreement (Brunswick Corp), Employment Agreement (Brunswick Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 the Executive it 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1A) give the Company any information reasonably requested by the Company relating to such claim; (2B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4D) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 4(h)(iii), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Life Usa Holding Inc /Mn/), Employment Agreement (Life Usa Holding Inc /Mn/)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1i.) give Give the Company any information reasonably requested by the Company relating to such claim; (2ii.) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii.) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4iv.) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 10, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up an Excise Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Excise Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this provisions of Section 610(a).

Appears in 2 contracts

Samples: Terms and Conditions of Employment (Brunswick Corp), Terms and Conditions of Employment (Brunswick Corp)

Contest. The Executive shall notify the Company and Best Buy in writing of any claim made by the Internal Revenue Service that if successful, would require the Company or Best Buy to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company and Best Buy 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 Company and Best Buy (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company or Best Buy notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company and Best Buy any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company or Best Buy shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company or Best Buy and reasonably acceptable to the Executive; (3) cooperate with the Company and Best Buy in good faith in order to effectively contest such claim; and (4) permit the Company or Best Buy to participate in any proceedings relating to such claim, provided that the Company or Best Buy shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c), the Company or Best Buy shall control all proceedings taken in connection with such contest. At its sole option, the Company or Best Buy may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company or Best Buy shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's or Best Buy'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. Furthermore, the Company agrees and Best Buy agree to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company or Best Buy obtains pursuant to this Section 64.

Appears in 2 contracts

Samples: Employment Agreement (Best Buy Co Inc), Employment Agreement (Best Buy Co Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) 10 business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing waiting from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 65.7.

Appears in 2 contracts

Samples: Employment Agreement (Musicland Stores Corp), Employment Agreement (Musicland Stores Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 the Executive it 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1A) give the Company any information reasonably requested by the Company relating to such claim; (2B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4D) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 4(g)(iii), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 2 contracts

Samples: Employment Agreement (Life Usa Holding Inc /Mn/), Employment Agreement (Life Usa Holding Inc /Mn/)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1) give . Give the Company any information reasonably requested by the Company relating to such claim; (2) take . Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3) cooperate . Cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit . Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 1 contract

Samples: Terms and Conditions of Employment (Brunswick Corp)

Contest. The Executive shall notify (a) For purposes of this Agreement, a “Contest” is any audit, Proceeding or other dispute with respect to any Tax matter that affects the Company in writing or any of its Subsidiaries. Unless Purchaser has previously received written notice from Seller Parent of the existence of such Contest, Purchaser shall promptly give written notice to Seller Parent of the existence of any claim made by the Internal Revenue Service Contest relating to a Tax matter that if successfulis or may be Seller Parent’s, would require the Company Seller’s or their Affiliate’s full or shared responsibility under this Agreement, but no failure to pay a Gross-Up Payment. Such notification give such notice shall be given as soon as practicable but in no event later than ten (10) business days in the case relieve Seller Parent, Seller or such Affiliate of an assessment and twenty (20) business days in all other cases after the Executive knows 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 any Liability hereunder except to the expiration extent, if any, that the rights of the 30-day period following the date on which the Executive gives such notice to the Company (Seller Parent, Seller or such shorter period ending on the date that any payment of taxes Affiliate with respect to such claim is due)are actually prejudiced. If Unless Seller Parent has previously received written notice from Purchaser of the Company notifies existence of such Contest, Seller Parent shall promptly give written notice to Purchaser of the Executive existence of any Contest. (b) Purchaser, on the one hand, Seller Parent on the other, agrees, in writing prior each case at no cost to the expiration of such period that it desires other party, to contest such claim, cooperate with the Employee shall: (1) give other and the Company any information reasonably requested by the Company relating to such claim; (2) take such action other’s representatives in a prompt and timely manner in connection with contesting such claim as any Contest. Such cooperation shall include, but not be limited to, making available to the Company shall reasonably request in writing from time to timeother party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation, accepting legal representation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with respect to any Contest requiring any such claim by an attorney elected by the Company books, records and reasonably acceptable to the Executive;files. (3c) cooperate with In the Company case of any Contest relating to a Tax matter arising in good faith in order a period ending on or before the Closing Date, Seller Parent shall have the right to effectively contest represent the Company’s interests in, to employ counsel of its choice at its expense, and to control the conduct of such claim; and (4) permit Contest. Seller Parent shall have the Company right to participate in settle or dispose of any proceedings Contest relating to such claimTax matter; provided, provided however, that no settlement or other disposition of any Contest that may have an adverse effect on any Taxes payable by the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c)Purchasing Parties, the Company shall control all proceedings taken or any of their respective Subsidiaries during any taxable period ending after the Closing Date in connection with such contest. At its sole optionany manner or to any extent (including, but not limited to, the Company may pursue imposition of income tax deficiencies, the reduction of asset basis or forego any cost adjustments and all administrative appealsthe reduction of loss or credit carryovers), proceedingsexcept if such effect would be de minimis, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible maxxxr. The Executive agrees 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 the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's control of the contest shall be limited agreed 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's Purchasing Parties’ prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jones Apparel Group Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1) give . Give the Company any information reasonably requested by the Company relating to such claim; (2) take . Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3) cooperate . Cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit . Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 1 contract

Samples: Employment Agreement (Brunswick Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1A) give Give the Company any information reasonably requested by the Company relating to such claim; (2B) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4D) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue sxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs 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 and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 1 contract

Samples: Employment Agreement (Brunswick Corp)

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Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) 10 business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 5(c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company shall determine, provided that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.contested

Appears in 1 contract

Samples: Employment Agreement (Damark International Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 the Executive it 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 3(c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 1 contract

Samples: Change in Control Agreement (TCF Financial Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall: (1a) give the Company any information reasonably requested by the Company relating to such claim; (2b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected, and paid, by the Company and reasonably acceptable to the Executive; (3c) cooperate with the Company in good faith in order to effectively contest such claim; and (4d) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c)Section 3.3, the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company shall determine, provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 1 contract

Samples: Severance and Change of Control Agreement (Provell Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall: (1a) give the Company any information reasonably requested by the Company relating to such claim; (2b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3c) cooperate with the Company in good faith in order to effectively contest such claim; and (4d) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c)Section 3.3, the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees 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 the Company shall determine, provided that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 1 contract

Samples: Severance and Change of Control Agreement (Provell Inc)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1A) give Give the Company any information reasonably requested by the Company relating to such claim; (2B) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4D) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible maxxxrmanner. The Executive Thx Xxecutive agrees to prosecute such contest contest, as directed by the Company, 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; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such paymexx to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Appears in 1 contract

Samples: Employment Agreement (Brunswick Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxrmanner. The Executive agrees to prosecute such contest to a determination before any Change in Control Agreement administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's ’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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's ’s prior written consent, any information with regard to Executive's ’s tax position which the Company obtains pursuant to this Section 6.

Appears in 1 contract

Samples: Change in Control Agreement (MTS Systems Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 30-day period following the date on which the Executive 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 the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1i) give Give the Company any information reasonably requested by the Company relating to such claim; (2ii) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4iv) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 8, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue -19- xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; and provided further, provided however, that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up an Excise Tax Adjustment 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 IRS or any other taxing authority. FurthermoreTo the extent that the contest to the IRS claim is successful, the Company agrees Excise Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this provisions of Section 68(a).

Appears in 1 contract

Samples: Employment Agreement (Bally Total Fitness Holding Corp)

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows 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 the Executive it 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive 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. Without limitation on the foregoing provisions of this subparagraph (cparagraph 3(c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax claimed and sue xxx for a refund or contest the claim in any permissible maxxxr. The manner, and the Executive agrees 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 the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free 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 Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, 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. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Appears in 1 contract

Samples: Change in Control Agreement (TCF Financial Corp)

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