Common use of Indemnification by Executive Clause in Contracts

Indemnification by Executive. Executive agrees to indemnify and hold harmless Investors against any and all losses, liabilities, damages, judgments, fines, fees or expenses, including, without limitation, attorneys' fees (for purposes of this Section 10.5, hereinafter "Losses"), incurred in connection with any failure to withhold amounts relating to the Units acquired herein by the Management Investors. In the event there is a determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, that Investors properly failed to withhold amounts relating to the Units acquired herein by Executive, Executive shall provide Investors with a Form 4669 or other suitable evidence of payment of taxes (which will include a cancelled check or a copy of the relevant signed tax return) with respect to the receipt of any distributions relating to the Units acquired herein by Executive. To the extent either Investors and/or any of its affiliates is entitled to any tax deduction with respect to the issuance of Units, (i) Investors shall specially allocate such deduction to the Executive and/or (ii) Holdings shall pay, or cause any affiliate to pay, as the case may be, Executive an amount equal to 40% of such deduction, such amount to be grossed up to reflect any additional deduction to Holdings and/or any of its affiliates (as the case may be) provided that if any Cash Deferral Condition exists at the time such payment is required, such payment shall be deferred until no such Cash Deferral Condition exists. Each of Executive and Investors shall notify the other (in a manner described in Section 10.10 of this Agreement) within 20 days of first receiving notice of an audit or other proceeding being conducted by the Internal Revenue Service or any state or local taxing authority relating to the Units acquired herein by the Management Investors, and both Executive and Investors shall assist each other during the course of such audit or other proceeding to the extent that such assistance is reasonably requested.

Indemnification by Executive. Executive agrees to indemnify and hold harmless Investors against any and all losses, liabilities, damages, judgments, fines, fees or expenses, including, without limitation, attorneys' fees (for purposes of this Section 10.58.5, hereinafter "Losses"), incurred in connection with any failure to withhold amounts relating to the Units acquired herein by the Management Investors. In the event there is a determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, that Investors properly failed to withhold amounts relating to the Units acquired herein by Executive, Executive shall provide Investors with a Form 4669 or other suitable evidence of payment of taxes (which will include a cancelled check or a copy of the relevant signed tax return) with respect to the receipt of any distributions relating to the Units acquired herein by Executive. To the extent either Investors and/or any of its affiliates is entitled to any tax deduction with respect to the issuance of Units, (i) Investors shall specially allocate such deduction to the Executive and/or (ii) Holdings the Company shall pay, or cause any affiliate to pay, as the case may be, Executive an amount equal to 40% of such deduction, such amount to be grossed up to reflect any additional deduction to Holdings the Company and/or any of its affiliates (as the case may be) provided that if any Cash Deferral Condition exists at the time such payment is required, such payment shall be deferred until no such Cash Deferral Condition exists. Each of Executive and Investors shall notify the other (in a manner described in Section 10.10 8.10 of this Agreement) within 20 days of first receiving notice of an audit or other proceeding being conducted by the Internal Revenue Service or any state or local taxing authority relating to the Units acquired herein by the Management Investors, and both Executive and Investors shall assist each other during the course of such audit or other proceeding to the extent that such assistance is reasonably requested.