Common use of No Notice by the Company; Payment on Claim Clause in Contracts

No Notice by the Company; Payment on Claim. If the ------------------------------------------ Company does not notify Executive prior to the end of the Notice Period of the Company's desire to contest the Claim, and if the Company previously has not provided Executive with an initial Gross-Up Payment under Section 5.2, the Company shall pay to Executive a Gross-Up Payment or an additional Gross-Up Payment, as the case may be, in respect of any Payment that is subject of the Claim; provided, however, that Executive shall immediately pay the amount of the Excise Tax that is the subject of the Claim to the applicable taxing authority in accordance with applicable law, and Executive shall release, indemnify and hold the Company harmless from any costs, expenses, penalties, fines, interest or other liabilities with respect to Executive's failure to pay such Excise Tax as required under this Section 5.4.3.

No Notice by the Company; Payment on Claim. If the Company ------------------------------------------ Company does not notify Executive prior to the end of the Notice Period of the Company's desire to contest the Claim, and if the Company previously has not provided Executive with an initial Gross-Up Payment under Section 5.2, the Company shall pay to Executive a Gross-Up Payment or an additional Gross-Up Payment, as the case may be, in respect of any Payment that is subject of the Claim; provided, however, that Executive shall immediately pay the amount of the Excise Tax that is the subject of the Claim to the applicable taxing authority in accordance with applicable law, and Executive shall release, indemnify and hold the Company harmless from any costs, expenses, penalties, fines, interest or other liabilities with respect to Executive's failure to pay such Excise Tax as required under this Section 5.4.3.