Common use of Disputed Taxes Clause in Contracts

Disputed Taxes. Executive shall notify the Company in writing of any claim by the Internal Revenue Service or other relevant taxing authority that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than fifteen (15) business days after Executive is informed in writing 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. If such claim is due to a tax audit or litigation addressing the existence or amount of tax liability, whether Federal, state or local (a “Reimbursable Claim”), then Executive shall not pay such Reimbursable Claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Reimbursable Claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such Reimbursable Claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such Reimbursable Claim, (ii) take such action in connection with contesting such Reimbursable Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Reimbursable Claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such Reimbursable Claim and (iv) permit the Company to participate in any proceedings relating to such Reimbursable Claim; 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 and shall indemnify and hold 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 Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Reimbursable Claim and may, at its sole option, either direct Executive to pay the tax claimed and sxx for a refund or contest the Reimbursable Claim in any permissible manner, and 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, further, that if the Company directs Executive to pay such Reimbursable Claim and sxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such Reimbursable Claim, Executive may limit this extension 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 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. In no event shall payments for or reimbursements to Executive for Reimbursable Claims be made later than the end of Executive’s taxable year following the taxable year in which the taxes that are the subject to the Reimbursable Claim are remitted to the taxing authority, or where, as a result of such audit or litigation no taxes are remitted, the end of Executive’s taxable year following the taxable year in which the audit is completed or there is a final nonappealable settlement or other resolution of the litigation.

Disputed Taxes. (a) Executive shall notify the Company in writing of any claim by the Internal Revenue Service or other relevant taxing authority that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than fifteen ten (1510) business days after Executive is informed in writing 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. If such claim is due to a tax audit or litigation addressing the existence or amount of tax liability, whether Federalfederal, state or local (a “Reimbursable Claim”), then Executive shall not pay such Reimbursable Claim claim prior to the expiration of the thirty (30) day 30)-day period following the date on which he it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Reimbursable Claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such Reimbursable Claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such Reimbursable Claim, (ii) take such action in connection with contesting such Reimbursable Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Reimbursable Claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such Reimbursable Claim Claim, and (iv) permit the Company to participate in any proceedings relating to such Reimbursable Claim; 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 and shall indemnify and hold 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 Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Reimbursable Claim and may, at its sole option, either direct Executive to pay the tax claimed and sxx for a refund or contest the Reimbursable Claim in any permissible manner, and 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, further, that if the Company directs Executive to pay such Reimbursable Claim and sxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such Reimbursable Claim, Executive may limit this extension 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 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. In no event shall payments for or reimbursements to Executive for Reimbursable Claims be made later than the end of Executive’s taxable year following the taxable year in which the taxes that are the subject to the Reimbursable Claim are remitted to the taxing authority, or where, as a result of such audit or litigation no taxes are remitted, the end of Executive’s taxable year following the taxable year in which the audit is completed or there is a final nonappealable settlement or other resolution of the litigation.

Disputed Taxes. Executive Employee shall notify the Company in writing of any claim by the Internal Revenue Service or other relevant taxing authority that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than fifteen (15) business days after Executive Employee is informed in writing 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. If such claim is due to a tax audit or litigation addressing the existence or amount of tax liability, whether Federal, state or local (a “Reimbursable Claim”), then Executive Employee shall not pay such Reimbursable Claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Reimbursable Claim is due). If the Company notifies Executive Employee in writing prior to the expiration of such period that it desires to contest such Reimbursable Claim, Executive Employee shall (i) give the Company any information reasonably requested by the Company relating to such Reimbursable Claim, (ii) take such action in connection with contesting such Reimbursable Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Reimbursable Claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such Reimbursable Claim and (iv) permit the Company to participate in any proceedings relating to such Reimbursable Claim; 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 and shall indemnify and hold Executive Employee 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 Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Reimbursable Claim and may, at its sole option, either direct Executive Employee to pay the tax claimed and sxx for a refund or contest the Reimbursable Claim in any permissible manner, and Executive Employee 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, further, that if the Company directs Executive Employee to pay such Reimbursable Claim and sxx for a refund, the Company shall advance the amount of such payment to ExecutiveEmployee, on an interest-free basis, and shall indemnify and hold Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive Employee is required to extend the statute of limitations to enable the Company to contest such Reimbursable Claim, Executive Employee may limit this extension 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 Executive Employee 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. In no event shall payments for or reimbursements to Executive Employee for Reimbursable Claims be made later than the end of Executivethe Employee’s taxable year following the taxable year in which the taxes that are the subject to the Reimbursable Claim are remitted to the taxing authority, or where, as a result of such audit or litigation no taxes are remitted, the end of ExecutiveEmployee’s taxable year following the taxable year in which the audit is completed or there is a final nonappealable settlement or other resolution of the litigation.

Disputed Taxes. (i) Executive shall notify the Company in writing of any claim by the Internal Revenue Service or other relevant taxing authority that, if successful, would require the payment by the Company Executive of any Gross-Up PaymentExcise Tax in connection with the Payments. Such notification shall be given as soon as practicable, but no later than fifteen ten (1510) business days after Executive is informed in writing of such claim claim, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. If such claim is due to a tax audit or litigation addressing the existence or amount of tax liability, whether Federalfederal, state or local (a “Reimbursable Claim”), then Executive shall not pay such Reimbursable Claim claim prior to the expiration of the thirty (30) day 30)-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Reimbursable Claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such Reimbursable Claim, Executive shall (iA) give the Company any information reasonably requested by the Company relating to such Reimbursable Claim, (iiB) take such action in connection with contesting such Reimbursable Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Reimbursable Claim by an attorney reasonably selected by the Company, (iiiC) cooperate with the Company in good faith in order to effectively contest such Reimbursable Claim Claim, and (ivD) permit the Company to participate in any proceedings relating to such Reimbursable Claim; 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 and shall indemnify and hold 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 Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Reimbursable Claim and may, at its sole option, either direct Executive to pay the tax claimed and sxx for a refund or contest the Reimbursable Claim in any permissible manner, and 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, further, that if the Company directs Executive to pay such Reimbursable Claim and sxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such Reimbursable Claim, Executive may limit this extension 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 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. In no event shall payments for or reimbursements to Executive for Reimbursable Claims be made later than the end of Executive’s taxable year following the taxable year in which the taxes that are the subject to the Reimbursable Claim are remitted to the taxing authority, or where, as a result of such audit or litigation no taxes are remitted, the end of Executive’s taxable year following the taxable year in which the audit is completed or there is a final nonappealable settlement or other resolution of the litigation.