Common use of IRS Claims Clause in Contracts

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,