IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice as soon as practicable but no later than 10 business days after the Executive is informed in writing of the claim and will apprise the Company of the nature of the claim and the date on which such claim is requested to be paid. The Executive will not pay the claim prior to the expiration of the 30-day period following the date on which the Executive gives the notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day period that the Company desires to contest the claim, the Executive shall (i) give the Company any information reasonably requested by the Company relating to the claim, (ii) take such action in connection with contesting the claim as the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to the claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest the claim, and (iv) permit the Company to participate in any proceedings relating to such claim. 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 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 Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in connection with the contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company determ...
IRS Claims. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service or other agency will claim that a greater Excise Tax is due, and thus a greater amount of Gross-Up Payment should have been made by the Company than that determined pursuant to paragraph (a) above (an "Underpayment"). In the event that Executive is required to make a payment of any such Excise Tax, the Accounting Firm shall determine the amount of the additional Gross-Up Payment due to Executive based on the Underpayment, and such additional Gross-Up Payment shall be promptly paid by the Company to or for the benefit of Executive. Executive shall notify the Company in writing of any claim by the Internal Revenue Service or other agency that, if successful, would require the payment by the Company of the Gross-Up Payment or an Underpayment.
IRS Claims. If the Internal Revenue Service asserts a claim that, if ----------- successful, would require the Company to make a Gross-up Payment or an additional Gross-up Payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such Gross-up Payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the course of, or as a result of, the controversy. The Firm will determine the amount of such Gross-up Payments or advances and will determine after final resolution of the controversy whether any advances must be returned by Executive to the Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that may be imposed upon Executive as a result of its payment of such expenses.
IRS Claims. The Executive shall notify Fxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Fxxxxx of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise Fxxxxx of the nature of such claim and the date on which such claim is 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 Fxxxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Fxxxxx notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
(i) give Fxxxxx any information reasonably requested by Fxxxxx relating to such claim, (ii) take such action in connection with contesting such claim as Fxxxxx shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by Fxxxxx and reasonable acceptable to the Executive,
IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the 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 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 Executive shall:
(i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to the Executive,
IRS Claims. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service or other agency will claim that a greater Excise Tax is due, and thus a greater amount of Gross-Up Payment should have been made by the Company than that determined pursuant to paragraph (b) above (an “Underpayment”). In the event that Executive is required to make a payment of any such Excise Tax, the Accounting Firm shall determine (within 30 days following the date upon which Executive is required to remit such payment) the amount of the Underpayment that has occurred, if any, and such Underpayment shall be paid by the Company to or for the benefit of the Executive within 30 days of such determination. Executive shall notify the Company in writing of any claim by the Internal Revenue Service or other agency that, if successful, would require the payment by the Company of the Gross-Up Payment or an Underpayment.
IRS Claims. A. In the event that a claim is made by the IRS (a "Claim") upon audit which, if successful, would result in an adjustment to the Capital Contributions of Investor Limited Partner or any payments pursuant to Sections 5.3, 5.4 or 5.13, General Partner, in General Partner's capacity as the TMP, shall, within 30 days after receiving notice of such Claim, notify Investor Limited Partner and Special Limited Partner of the Claim (such notice being referred to as a "Claim Notice") and request that Investor Limited Partner notify the Partnership of Investor Limited Partner's intention either to contest such Claim or to accept the same. If Investor Limited Partner elects to contest such Claim, the TMP shall take such action in contesting such Claim on behalf of the Partnership and Investor Limited Partner as the TMP reasonably deems necessary or as directed by Special Limited Partner. In such event, all third party costs and expenses incurred by the TMP in connection with such matter shall be borne by the Partnership and/or the Partners in accordance with the provisions of Section 7.9. The failure of Special Limited Partner, within 30 days after the date of the Claim Notice, to notify the Partnership of Investor Limited Partner's intention to contest such Claim shall be deemed to be a decision to accept the same.
B. In the event that Investor Limited Partner elects to accept such Claim, General Partner may nevertheless contest the Claim by appropriate proceedings, provided, however, that (i) General Partner elects to contest such Claim, and in fact commences such contest, within any applicable period of limitations, (ii) prior to contesting any such Claim, General Partner delivers to Special Limited Partner security, satisfactory to Special Limited Partner, securing General Partner's potential obligations under Section 5.3, 5.4, 5.13 and this Section 5.6, (iii) General Partner diligently prosecutes such contest, and (iv) if, following the contest of such Claim by General Partner, all or a portion of the Claim is sustained in a Final Determination, then there shall be added to the adjustments referred to in Section 5.4, an amount equal to the interest, penalties, or any other amount assessed against Investor Limited Partner for the period commencing on the date of the Claim Notice and ending on the date of such Final Determination.
C. If, following a decision by General Partner to contest a Claim under Section 5.6B above, 50% or more of the tax deficiency amount spe...
IRS Claims. The Associate shall give CPS written notice of any claim by the Internal Revenue Service (within ten days after the Associate receives the claim) that, if successful, would require CPS to make a Gross-Up Payment to the Associate. Not later than ten days prior to the response date indicated in the claim notice from the Internal Revenue Service, CPS shall give the Associate written notice whether CPS intends to contest the claim. If CPS tells the Associate that it intends to contest the claim, the Associate shall (i) not pay the claim until CPS directs the Associate otherwise and (ii) fully cooperate in good faith with CPS concerning the claim, including without limitation accepting legal representation by a lawyer chosen by CPS in the exercise of its reasonable discretion and allowing CPS to participate in the claim proceedings. CPS shall pay directly all costs and expenses (including additional interest and penalties) incurred in, or as a result of, the contest and shall indemnify and hold the Associate harmless, on an after-tax basis, from all Excise Tax and income tax (and related interest and penalties) imposed as a result of the representation and payment of costs and expenses.
IRS Claims. As a result of the uncertainty in the application of Code Section 280G at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service ("IRS") or other agency will claim that an Excise Tax, or a greater Excise Tax, is due, and thus the Company should have made a lesser amount of Total Payment than that determined pursuant to paragraph (a) above. Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require Executive to pay an Excise Tax or an additional Excise Tax. If the IRS or other agency makes a claim that, if successful, could require Executive to pay an Excise Tax or an additional Excise Tax, the Company may reduce or further reduce Executive's payments and benefits in accordance with this Section 5.
IRS Claims. The Executive will notify SKS in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by SKS of the Gross-Up Payment. The Executive will give the notice as soon as practicable but no later than 10 business days after the Executive is informed in writing of the claim and will apprise SKS of the nature of the claim and the date on which such claim is requested to be paid. The Executive will not pay the claim prior to the expiration of the 30-day period following the date on which the Executive gives the notice to SKS (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If SKS notifies the Executive in writing prior to the expiration of the
