Common use of Cooperation with LPM Clause in Contracts

Cooperation with LPM. Xx. Xxxxxxx shall notify LPM promptly (in any event no less than 10 days following receipt thereof) and in writing of any proposed or final claim by the Internal Revenue Service that, if successful, would require the payment by LPM of any amount under this Section 7. Xx. Xxxxxxx shall not pay such claim prior to the expiration of the thirty (30) calendar day period following the date on which Xx. Xxxxxxx gives such notice to LPM (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If LPM notifies Xx. Xxxxxxx in writing prior to the expiration of such period that LPM desires to contest such claim (or if Xx. Xxxxxxx pays the related taxes within such shorter period and LPM requests, within such thirty (30)-day period, that Xx. Xxxxxxx claim a refund of some or all of such taxes), then Xx. Xxxxxxx shall: (i) give LPM any information reasonably requested by LPM relating to such claim, (ii) take such action in connection with contesting such claim or claiming such refund as LPM shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by an attorney reasonably selected by LPM, (iii) cooperate with LPM in good faith in order effectively to contest such claim or pursue such refund, and (iv) permit LPM to participate in any proceedings relating to such claim; provided, however, that LPM shall bear and pay directly all costs and expenses incurred in connection with such contest or refund claim (including, but only to the extent reasonably incurred, out-of-pocket costs and expenses incurred by Xx. Xxxxxxx), and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, for any excise tax or income tax imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection 7(d), LPM shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct Xx. Xxxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Xx. Xxxxxxx 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 LPM shall determine. If the advancement described below is permitted under applicable law, LPM may direct Xx. Xxxxxxx to pay such claim and xxx for a refund, and shall advance the amount of such payment to Xx. Xxxxxxx, on an interest-free basis, and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, from any excise tax or income tax imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Xx. Xxxxxxx with respect to which such contested amount is claimed to be due (other than any such extension arising by operation of law) is limited solely to such contested amount or issues. Furthermore, LPM’s control of the contest shall be limited to issues with respect to which the payment under this Section 7 would be payable hereunder, and Xx. Xxxxxxx 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.

Cooperation with LPM. Xx. Xxxxxxx Xxxxxxxx shall notify LPM promptly (in any event no less than 10 days following receipt thereof) and in writing of any proposed or final claim by the Internal Revenue Service that, if successful, would require the payment by LPM of any amount under this Section 78. Xx. Xxxxxxx Xxxxxxxx shall not pay such claim prior to the expiration of the thirty (30) calendar day period following the date on which Xx. Xxxxxxx Xxxxxxxx gives such notice to LPM (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If LPM notifies Xx. Xxxxxxx Xxxxxxxx in writing prior to the expiration of such period that LPM desires to contest such claim (or if Xx. Xxxxxxx Xxxxxxxx pays the related taxes within such shorter period and LPM requests, within such thirty (30)-day period, that Xx. Xxxxxxx Xxxxxxxx claim a refund of some or all of such taxes), then Xx. Xxxxxxx Xxxxxxxx shall: (i) give LPM any information reasonably requested by LPM relating to such claim, (ii) take such action in connection with contesting such claim or claiming such refund as LPM shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by an attorney reasonably selected by LPM, (iii) cooperate with LPM in good faith in order effectively to contest such claim or pursue such refund, and (iv) permit LPM to participate in any proceedings relating to such claim; provided, however, that LPM shall bear and pay directly all costs and expenses incurred in connection with such contest or refund claim (including, but only to the extent reasonably incurred, out-of-pocket costs and expenses incurred by Xx. XxxxxxxXxxxxxxx), and shall indemnify and hold Xx. Xxxxxxx Xxxxxxxx harmless, on an after-tax basis, for any excise tax or income tax imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection 7(d8(d), LPM shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct Xx. Xxxxxxx Xxxxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Xx. Xxxxxxx Xxxxxxxx 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 LPM shall determine. If the advancement described below is permitted under applicable law, LPM may direct Xx. Xxxxxxx Xxxxxxxx to pay such claim and xxx for a refund, and shall advance the amount of such payment to Xx. XxxxxxxXxxxxxxx, on an interest-free basis, and shall indemnify and hold Xx. Xxxxxxx Xxxxxxxx harmless, on an after-tax basis, from any excise tax or income tax imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Xx. Xxxxxxx Xxxxxxxx with respect to which such contested amount is claimed to be due (other than any such extension arising by operation of law) is limited solely to such contested amount or issues. Furthermore, LPM’s control of the contest shall be limited to issues with respect to which the payment under this Section 7 8 would be payable hereunder, and Xx. Xxxxxxx Xxxxxxxx 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.

Cooperation with LPM. Xx. Xxxxxxx shall notify LPM promptly (in any event no less than 10 days following receipt thereof) and in writing of any proposed or final claim by the Internal Revenue Service that, if successful, would require the payment by LPM of any amount under this Section 78. Xx. Xxxxxxx shall not pay such claim prior to the expiration of the thirty (30) calendar day period following the date on which Xx. Xxxxxxx gives such notice to LPM (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If LPM notifies Xx. Xxxxxxx in writing prior to the expiration of such period that LPM desires to contest such claim (or if Xx. Xxxxxxx pays the related taxes within such shorter period and LPM requests, within such thirty (30)-day period, that Xx. Xxxxxxx claim a refund of some or all of such taxes), then Xx. Xxxxxxx shall: (i) give LPM any information reasonably requested by LPM relating to such claim, (ii) take such action in connection with contesting such claim or claiming such refund as LPM shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by an attorney reasonably selected by LPM, (iii) cooperate with LPM in good faith in order effectively to contest such claim or pursue such refund, and (iv) permit LPM to participate in any proceedings relating to such claim; provided, however, that LPM shall bear and pay directly all costs and expenses incurred in connection with such contest or refund claim (including, but only to the extent reasonably incurred, out-of-pocket costs and expenses incurred by Xx. Xxxxxxx), and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, for any excise tax or income tax imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection 7(d8(d), LPM shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct Xx. Xxxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Xx. Xxxxxxx 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 LPM shall determine. If the advancement described below is permitted under applicable law, LPM may direct Xx. Xxxxxxx to pay such claim and xxx for a refund, and shall advance the amount of such payment to Xx. Xxxxxxx, on an interest-free basis, and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, from any excise tax or income tax imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Xx. Xxxxxxx with respect to which such contested amount is claimed to be due (other than any such extension arising by operation of law) is limited solely to such contested amount or issues. Furthermore, LPM’s control of the contest shall be limited to issues with respect to which the payment under this Section 7 8 would be payable hereunder, and Xx. Xxxxxxx 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.

Cooperation with LPM. Xx. Xxxxxxx shall notify LPM promptly (in any event no less than 10 days following receipt thereof) and in writing of any proposed or final claim by the Internal Revenue Service that, if successful, would require the payment by LPM of any amount under this Section 7. Xx. Xxxxxxx shall not pay such claim prior to the expiration of the thirty (30) calendar day period following the date on which Xx. Xxxxxxx gives such notice to LPM (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If LPM notifies Xx. Xxxxxxx in writing prior to the expiration of such period that LPM desires to contest such claim (or if Xx. Xxxxxxx pays the related taxes within such shorter period and LPM requests, within such thirty (30)-day period, that Xx. Xxxxxxx claim a refund of some or all of such taxes), then Xx. Xxxxxxx shall: (i) give LPM any information reasonably requested by LPM relating to such claim, , (ii) take such action in connection with contesting such claim or claiming such refund as LPM shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by an attorney reasonably selected by LPM, , (iii) cooperate with LPM in good faith in order effectively to contest such claim or pursue such refund, and (iv) permit LPM to participate in any proceedings relating to such claim; provided, however, that LPM shall bear and pay directly all costs and expenses incurred in connection with such contest or refund claim (including, but only to the extent reasonably incurred, out-of-pocket costs and expenses incurred by Xx. Xxxxxxx), and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, for any excise tax or income tax imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subsection 7(d), LPM shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct Xx. Xxxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Xx. Xxxxxxx 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 LPM shall determine. If the advancement described below is permitted under applicable law, LPM may direct Xx. Xxxxxxx to pay such claim and xxx for a refund, and shall advance the amount of such payment to Xx. Xxxxxxx, on an interest-free basis, and shall indemnify and hold Xx. Xxxxxxx harmless, on an after-tax basis, from any excise tax or income tax imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Xx. Xxxxxxx with respect to which such contested amount is claimed to be due (other than any such extension arising by operation of law) is limited solely to such contested amount or issues. Furthermore, LPM’s control of the contest shall be limited to issues with respect to which the payment under this Section 7 would be payable hereunder, and Xx. Xxxxxxx 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.