Common use of Determination of Liability Clause in Contracts

Determination of Liability. In the event that the IRS asserts, or threatens to assert, that any of the Total Payments hereunder is subject to Excise Taxes, the Employee shall promptly notify the Company in writing of such assertion or threatened assertion. The Company shall thereupon have the exclusive right and obligation to control, defend, settle, compromise or prosecute in any manner any audit, examination, investigation, hearing or other proceeding with respect to such assertion or threatened assertion by the IRS. The Employee agrees to cooperate fully with the Company in such regard (including, without limitation, through the sharing of records and the execution by the Employee of any documents or forms, such as powers of attorney, as shall be reasonably requested by the Company).

Determination of Liability. In the event that the IRS asserts, or threatens to assert, that any of the Total Payments hereunder is subject to Excise Taxes, the Employee Xx. Xxxxxx shall promptly notify the Company in writing of such assertion or threatened assertion. The Company shall thereupon have the exclusive right and obligation to control, defend, settle, compromise or prosecute in any manner any audit, examination, investigation, hearing or other proceeding with respect to such assertion or threatened assertion by the IRS. The Employee Xx. Xxxxxx agrees to cooperate fully with the Company in such regard (including, without limitation, through the sharing of records and the execution by the Employee Xx. Xxxxxx of any documents or forms, such as powers of attorney, as shall be reasonably requested by the Company).

Determination of Liability. In the event that the IRS asserts, or threatens to assert, that any of the Total Payments hereunder is subject to Excise Taxes, the Employee Xx. Xxxxxxxx shall promptly notify the Company in writing of such assertion or threatened assertion. The Company shall thereupon have the exclusive right and obligation to control, defend, settle, compromise or prosecute in any manner any audit, examination, investigation, hearing or other proceeding with respect to such assertion or threatened assertion by the IRS. The Employee Xx. Xxxxxxxx agrees to cooperate fully with the Company in such regard (including, without limitation, through the sharing of records and the execution by the Employee Xx. Xxxxxxxx of any documents or forms, such as powers of attorney, as shall be reasonably requested by the Company).