Common use of IRS Claims Clause in Contracts

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 determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will 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.

IRS Claims. The Executive Employee 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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive Employee is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay the such claim prior to the expiration of the thirty (30-day ) -day period following the date on which the Executive Employee gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Employee in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall Employee shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to the Employee, (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, and and (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the 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 11(c) and subject to the next two sentencesSection, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive Employee agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive Employee to pay the such claim and xxx for a refund, the Company shall advance the amount of the such payment to the Executive Employee, on an interest-free basis and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as Employee with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will Employee shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business 30 days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such 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 such 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 such 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 such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.

IRS Claims. The Executive shall will notify the Company SKS in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company 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 the Company 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 the Company SKS (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If the Company SKS notifies the Executive in writing prior to the expiration of the 30-day period that the Company SKS desires to contest the claim, the Executive shall will (i) give the Company SKS any information reasonably requested by the Company SKS relating to the claim, (ii) take such all action in connection with contesting the claim as the Company SKS 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 CompanySKS, (iii) cooperate with the Company SKS in good faith in order effectively to contest the claim, and (iv) permit the Company SKS to participate in any all proceedings relating to such the claim. The Company shall SKS will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such the contest and shall will indemnify and hold the Executive harmless, on an after-tax basis, for any all Excise Tax or and income tax (including applicable interest and penalties with respect theretopenalties) imposed as a result of such the representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(csection 7(c) and subject to the next two sentences, the Company shall SKS will 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 SKS determines. If the Company SKS directs the Executive to pay the claim and xxx for a refund, the Company shall SKS will advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and hold the Executive harmless, on an after-tax basis, from any all Excise Tax and income tax (including applicable interest and penalties with respect theretopenalties) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The CompanySKS’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 section 7 and the Executive will 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.

IRS Claims. The Executive shall notify the Company NMHC in writing of any claim by the Internal Revenue Service IRS that, if successful, would require the payment by the Company NMHC of the a Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable practicable, but no later than 10 ten business days after the Executive is informed in writing of the such claim and will shall apprise the Company NMHC of the nature of the such claim and the date on which such claim is requested to be paid. The failure of the Executive will to give the notice provided in the immediately preceding sentence by the date specified therein shall not affect NMHC’s obligations hereunder except to the extent NMHC is prejudiced thereby. The Executive shall not pay the such claim prior to the expiration of the 30-day period following the date on which the Executive gives the such notice to the Company NMHC (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company NMHC notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company NMHC any information reasonably requested by the Company NMHC relating to the such claim, , (iib) take such action in connection with contesting the such claim as the Company NMHC shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, NMHC, (iiic) cooperate with the Company NMHC in good faith in order effectively to contest the such claim, and and (ivd) permit the Company NMHC to participate in any proceedings relating to such claim. The Company ; provided, however, that NMHC 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 sentences3.3.4.3, the Company NMHC shall control all proceedings taken in connection with the such contest and, at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If the Company NMHC shall determine; provided, however, that if NMHC directs the Executive to pay the such claim and xxx sxx for a refund, the Company NMHC shall advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to such advance; and further provided the advance. With respect Executive shall not be required by NMHC to agree to any extension of the statute of limitations relating to the payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due unless such extension is limited solely to limit the extension to the such contested amount. The CompanyFurthermore, NMHC’s control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service IRS or any other taxing authority.

IRS Claims. The Executive shall notify the Company Xxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Xxxxxx of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 ten business days after the Executive is informed in writing of the such claim and will shall apprise the Company Xxxxxx of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30-day period following the date on which the Executive gives the such notice to the Company Xxxxxx (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company Xxxxxx notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company Xxxxxx any information reasonably requested by the Company Xxxxxx relating to the such claim, , (ii) take such action in connection with contesting the such claim as the Company Xxxxxx shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by Xxxxxx and reasonable acceptable to the Company, Executive, (iii) cooperate with the Company Xxxxxx in good faith in order effectively to contest the such claim, and and (iv) permit the Company Xxxxxx to participate in any proceedings relating to such claim. The Company ; provided, however, that Xxxxxx 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 sentencesSection, the Company Xxxxxx shall control all proceedings taken in connection with the such 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 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 determines. If the Company Xxxxxx shall determine; provided, however, that if Xxxxxx directs the Executive to pay the such claim and xxx for a refund, Xxxxxx shall, to the Company shall extent permitted by applicable law, advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Company’s Furthermore, Xxxxxx'x control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled in Executive's sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing knows of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30thirty-day period following the date on which the Executive she gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, , (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, , (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, and , (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (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 sentences7.3, the Company shall control all proceedings taken in connection with the such 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 such 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 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s 's control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and hereunder; whereas the Executive will shall be entitled to settle or contest, as the case may be, any other issue issued raised by the Internal Revenue Service or any other taxing authority.

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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing knows of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30thirty-day period following the date on which the Executive he gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, , (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, , (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, and , (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (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 sentences7.3, the Company shall control all proceedings taken in connection with the such 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 such 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 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s 's control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and hereunder; whereas the Executive will shall be entitled to settle or contest, as the case may be, any other issue issued raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall notify the Company Xxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Xxxxxx of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 ten business days after the Executive is informed in writing of the such claim and will shall apprise the Company Xxxxxx of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30-day period following the date on which the Executive gives the such notice to the Company Xxxxxx (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company Xxxxxx notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company Xxxxxx any information reasonably requested by the Company Xxxxxx relating to the such claim, , (ii) take such action in connection with contesting the such claim as the Company Xxxxxx shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by Xxxxxx and reasonable acceptable to the Company, Executive, (iii) cooperate with the Company Xxxxxx in good faith in order effectively to contest the such claim, and and (iv) permit the Company Xxxxxx to participate in any proceedings relating to such claim. The Company ; provided, however, that Xxxxxx 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 sentencesSection, the Company Xxxxxx shall control all proceedings taken in connection with the such 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 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 determines. If the Company Xxxxxx shall determine; provided, however, that if Xxxxxx directs the Executive to pay the such claim and xxx for a refund, Xxxxxx shall, to the Company shall extent permitted by applicable law, advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Company’s Furthermore, Xxxxxx’x control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall Mr./Ms. [Insert Name] will notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require result in the payment imposition of Additional Tax after the reduction (if any) applied by the Company of the Gross-Up PaymentSection 4.1. The Executive Mr./Ms. [Insert Name] will give the Company such notice as soon promptly as practicable but no later than 10 ten business days after the Executive is informed in writing Mr./Ms. [Insert Name] actually receives notice of the claim and such claim. Mr./Ms. [Insert Name] will further apprise the Company of the nature of the such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Mr./Ms. The Executive will [Insert Name]). Mr./Ms. [Insert Name] agrees not to pay such claim before the claim prior to earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive Mr./Ms. [Insert Name] gives the such notice to the Company and (or such shorter period ending on b) the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Mr./Ms. [Insert Name] in writing prior to at least five business days before the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall then Mr./Ms. [Insert Name] will – (iA) give Provide the Company with any information written records or documents in Mr./Ms. [Insert Name]’s possession relating to such claim reasonably requested by the Company relating to the claim, Company; (iiB) take Take such action in connection with contesting the such claim as the Company reasonably requests in writing from time to time, including, including without limitation, accepting legal representation with respect to the such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iiiC) cooperate Cooperate with the Company in good faith in order effectively to contest the such claim, and ; and (ivD) permit Permit the Company to participate in any proceedings relating to such claim. The ; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and defend Mr./Ms. [Insert Name] and hold the Executive Mr./Ms. [Insert Name] harmless, on an after-tax basis, for from and against any Excise Additional Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 11(c) and subject to the next two sentences4.6, the Company shall will control all proceedings taken in connection with the contest of any claim contemplated by this Section 4.6 and, at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the claim such claim; provided, however, that Mr./Ms. [Insert Name] may participate therein at Mr./Ms. [Insert Name]’s own cost and expense. The Company may, at its sole option, either direct the Executive Mr./Ms. [Insert Name] to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to Mr./Ms. [Insert Name] will prosecute the 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 determines. If shall direct; provided, however, that if the Company directs the Executive Mr./Ms. [Insert Name] to pay the claim tax claimed and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and defend Mr./Ms. [Insert Name] and hold the Executive Mr./Ms. [Insert Name] harmless, on an after-tax basis, from any Excise such Additional Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to such payment; and provided further that any extension of the statute of limitations relating to payment of taxes for the Mr./Ms. [Insert Name]’s taxable year of the Executive as with respect to which the contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest any such contested claim will be limited to issues with respect to which a Gross-Up Payment the Additional Tax would be payable in accordance with this Section 11 hereunder and the Executive Mr./Ms. [Insert Name] will 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.

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-Gross Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, ; (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to the Executive; (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, ; and (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the Executive harmless, on an after-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 sentencesSection, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx sxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-interest free basis and shall indemnify and hold the Executive harmless, on an after-after tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Gross Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive Employee 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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive Employee is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will Employee shall not pay the such claim prior to the expiration of the thirty (30-day ) -day period following the date on which the Executive Employee gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Employee in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall Employee shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, , (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to the Employee, (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, and and (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the 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 11(c) and subject to the next two sentencesSection, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive Employee agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive Employee to pay the such claim and xxx for a refund, the Company shall advance the amount of the such payment to the Executive Employee, on an interest-free basis and shall indemnify and hold the Executive Employee harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as Employee with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will Employee shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business thirty (30) days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such 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 such 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 such 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 such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.

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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, , (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, , (iii) cooperate with the Company in good faith in order effectively to contest the such claim, and and (iv) permit the Company to participate in any proceedings relating to such claim. The ; 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 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 sentencesSection, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx sxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will 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.

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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing knows of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30thirty-day period following the date on which the Executive he gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, , (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, , (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, and , (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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 the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (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 sentences7.3, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx sxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and hereunder; whereas the Executive will shall be entitled to settle or contest, as the case may be, any other issue issued raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall notify the Company Fxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Fxxxxx of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 ten business days after the Executive is informed in writing of the such claim and will shall apprise the Company Fxxxxx of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 30-day period following the date on which the Executive gives the such notice to the Company Fxxxxx (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company Fxxxxx notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company Fxxxxx any information reasonably requested by the Company Fxxxxx relating to the such claim, , (ii) take such action in connection with contesting the such claim as the Company Fxxxxx shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by Fxxxxx and reasonable acceptable to the Company, Executive, (iii) cooperate with the Company Fxxxxx in good faith in order effectively to contest the such claim, and and (iv) permit the Company Fxxxxx to participate in any proceedings relating to such claim. The Company ; provided, however, that Fxxxxx 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 sentencesSection, the Company Fxxxxx shall control all proceedings taken in connection with the such 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 sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If the Company Fxxxxx shall determine; provided, however, that if Fxxxxx directs the Executive to pay the such claim and xxx sxx for a refund, Fxxxxx shall, to the Company shall extent permitted by applicable law, advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Company’s Furthermore, Fxxxxx’x control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled in Executive’s sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall Xx. Xxxxxx will notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require result in the payment imposition of Additional Tax after the reduction (if any) applied by the Company of the Gross-Up PaymentSection 4.1. The Executive Xx. Xxxxxx will give the Company such notice as soon promptly as practicable but no later than 10 ten business days after the Executive is informed in writing Xx. Xxxxxx actually receives notice of the claim and such claim. Xx. Xxxxxx will further apprise the Company of the nature of the such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Xx. The Executive will Xxxxxx). Xx. Xxxxxx agrees not to pay such claim before the claim prior to earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive Xx. Xxxxxx gives the such notice to the Company and (or such shorter period ending on b) the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Xx. Xxxxxx in writing prior to at least five business days before the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall then Xx. Xxxxxx will – (iA) give Provide the Company with any information written records or documents in Xx. Xxxxxx’ possession relating to such claim reasonably requested by the Company relating to the claim, Company; (iiB) take Take such action in connection with contesting the such claim as the Company reasonably requests in writing from time to time, including, including without limitation, accepting legal representation with respect to the such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iiiC) cooperate Cooperate with the Company in good faith in order effectively to contest the such claim, and ; and (ivD) permit Permit the Company to participate in any proceedings relating to such claim. The ; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and defend Xx. Xxxxxx and hold the Executive Xx. Xxxxxx harmless, on an after-tax basis, for from and against any Excise Additional Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 11(c) and subject to the next two sentences4.6, the Company shall will control all proceedings taken in connection with the contest of any claim contemplated by this Section 4.6 and, at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the claim such claim; provided, however, that Xx. Xxxxxx may participate therein at Xx. Xxxxxx’ own cost and expense. The Company may, at its sole option, either direct the Executive Xx. Xxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to Xx. Xxxxxx will prosecute the 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 determines. If shall direct; provided, however, that if the Company directs the Executive Xx. Xxxxxx to pay the claim tax claimed and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and defend Xx. Xxxxxx and hold the Executive Xx. Xxxxxx harmless, on an after-tax basis, from any Excise such Additional Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to such payment; and provided further that any extension of the statute of limitations relating to payment of taxes for the Xx. Xxxxxx’ taxable year of the Executive as with respect to which the contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest any such contested claim will be limited to issues with respect to which a Gross-Up Payment the Additional Tax would be payable in accordance with this Section 11 hereunder and the Executive Xx. Xxxxxx will 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.

IRS Claims. The Executive shall Mr./Ms. [Insert Name] will notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require the payment by the Company of the a Gross-Up Payment. The Executive Mr./Ms. [Insert Name] will give the Company such notice as soon promptly as practicable but no later than 10 ten business days after the Executive is informed in writing Mr./Ms. [Insert Name] actually receives notice of the claim and such claim. Mr./Ms. [Insert Name] will further apprise the Company of the nature of the such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Mr./Ms. The Executive will [Insert Name]). Mr./Ms. [Insert Name] agrees not to pay such claim before the claim prior to earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive Mr./Ms. [Insert Name] gives the such notice to the Company and (or such shorter period ending on b) the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Mr./Ms. [Insert Name] in writing prior to at least five business days before the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall then Mr./Ms. [Insert Name] will – (iA) give Provide the Company with any information written records or documents in Mr./Ms. [Insert Name]’s possession relating to such claim reasonably requested by the Company relating to the claim, Company; (iiB) take Take such action in connection with contesting the such claim as the Company reasonably requests in writing from time to time, including, including without limitation, accepting legal representation with respect to the such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iiiC) cooperate Cooperate with the Company in good faith in order effectively to contest the such claim, and ; and (ivD) permit Permit the Company to participate in any proceedings relating to such claim. The ; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and defend Mr./Ms. [Insert Name] and hold the Executive Mr./Ms. [Insert Name] harmless, on an after-tax basis, for from and against any Excise Additional Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 11(c) and subject to the next two sentences4.7, the Company shall will control all proceedings taken in connection with the contest of any claim contemplated by this Section 4.7 and, at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the claim such claim; provided, however, that Mr./Ms. [Insert Name] may participate therein at Mr./Ms. [Insert Name]’s own cost and expense. The Company may, at its sole option, either direct the Executive Mr./Ms. [Insert Name] to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to Mr./Ms. [Insert Name] will prosecute the 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 determines. If shall direct; provided, however, that if the Company directs the Executive Mr./Ms. [Insert Name] to pay the claim tax claimed and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and defend Mr./Ms. [Insert Name] and hold the Executive Mr./Ms. [Insert Name] harmless, on an after-tax basis, from any Excise Additional Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to such payment; and provided further that any extension of the statute of limitations relating to payment of taxes for the Mr./Ms. [Insert Name]’s taxable year of the Executive as with respect to which the contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive Mr./Ms. [Insert Name] will 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.

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 Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, , (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, , (iii) cooperate with the Company in good faith in order effectively to contest the such claim, and and (iv) permit the Company to participate in any proceedings relating to such claim. The ; 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 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 sentencesSection, the Company shall control all proceedings taken in connection with the such 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim xxxim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx sue for a refund, the Company shall shxxx advance the amount of the such payment to the Executive Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s 's control of the contest will shall be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will 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.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business thirty (30) days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such 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 such 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 such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.

IRS Claims. The Executive shall Xx. Xxxxxx will notify the Company in writing of any claim by the Internal Revenue Service IRS that, if successful, would require the payment by the Company of the a Gross-Up Payment. The Executive Xx. Xxxxxx will give the Company such notice as soon promptly as practicable but no later than 10 ten business days after the Executive is informed in writing Xx. Xxxxxx actually receives notice of the claim and such claim. Xx. Xxxxxx will further apprise the Company of the nature of the such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Xx. The Executive will Xxxxxx). Xx. Xxxxxx agrees not to pay such claim before the claim prior to earlier of (a) the expiration of the 30-calendar-day period following the date on which the Executive Xx. Xxxxxx gives the such notice to the Company and (or such shorter period ending on b) the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive Xx. Xxxxxx in writing prior to at least five business days before the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall then Xx. Xxxxxx will – (iA) give Provide the Company with any information written records or documents in Xx. Xxxxxx’x possession relating to such claim reasonably requested by the Company relating to the claim, Company; (iiB) take Take such action in connection with contesting the such claim as the Company reasonably requests in writing from time to time, including, including without limitation, accepting legal representation with respect to the such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company, ; (iiiC) cooperate Cooperate with the Company in good faith in order effectively to contest the such claim, and ; and (ivD) permit Permit the Company to participate in any proceedings relating to such claim. The ; provided, however, that the Company shall will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and defend Xx. Xxxxxx and hold the Executive Xx. Xxxxxx harmless, on an after-tax basis, for from and against any Excise Additional Tax or income tax (tax, including interest and penalties with respect thereto) , imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 11(c) and subject to the next two sentences4.7, the Company shall will control all proceedings taken in connection with the contest of any claim contemplated by this Section 4.7 and, at its sole option, may pursue or forgo forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of the claim such claim; provided, however, that Xx. Xxxxxx may participate therein at Xx. Xxxxxx’x own cost and expense. The Company may, at its sole option, either direct the Executive Xx. Xxxxxx to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to Xx. Xxxxxx will prosecute the 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 determines. If shall direct; provided, however, that if the Company directs the Executive Xx. Xxxxxx to pay the claim tax claimed and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and defend Xx. Xxxxxx and hold the Executive Xx. Xxxxxx harmless, on an after-tax basis, from any Excise Additional Tax and or income tax (tax, including interest and or penalties with respect thereto) , imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to such payment; and provided further that any extension of the statute of limitations relating to payment of taxes for the Xx. Xxxxxx’x taxable year of the Executive as with respect to which the contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 hereunder and the Executive Xx. Xxxxxx will 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.