- Notification Required. 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. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it 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 Employee in writing prior to the expiration of such period that it desires to contest such claim, Employee 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 reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim; 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 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), the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law), on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee 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.
Appears in 7 contracts
Samples: Employment Agreement (EP Energy Corp), Employment Agreement (EP Energy Corp), Employment Agreement (MBOW Four Star, L.L.C.)
- Notification Required. Employee The Executive shall notify the Company YRC in writing of any claim by the Internal Revenue Service claim that, if successful, would require the YRC’s payment by the Company of the Gross-Up Payment. Such The Executive shall give YRC the notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such the claim and shall apprise the Company YRC of the nature of such claim and the date on which such claim is requested to be paid; provided that the Executive’s failure to give the notice within the 10-day period shall only prejudice the Executive’s rights pursuant to Section 6 to the extent that YRC’s ability to reduce the amount of the Gross-Up Payment have been prejudiced. Employee The Executive shall not pay such the claim prior to the expiration of the thirty (30) -day period following the date on which it the Executive gives such notice to the Company YRC (or such shorter period ending on the date that any payment of taxes with respect to such the claim is due). If YRC notifies the Company notifies Employee Executive in writing prior to the expiration of such the period that it desires to contest such the claim, Employee the Executive shall:
(i) give the Company YRC any information that YRC reasonably requested by the Company requests relating to such the claim,
(ii) take such action in connection with contesting such the claim as the Company YRC shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such the claim by an attorney that YRC reasonably selected by the Companyselects,
(iii) cooperate with the Company YRC in good faith in order to effectively contest such the claim, and,
(iv) permit the Company YRC to participate in any proceedings relating to such the claim; provided, however, that the Company YRC shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such the contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including 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(c6(c), the Company YRC shall control all proceedings taken in connection with such the 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 such a claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee . The Executive agrees to prosecute such 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 YRC shall determine; provided, however, that if YRC directs the Company directs Employee Executive to pay such the claim and xxx for a refund, the Company YRC shall advance the amount of such the payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect theretopenalties, imposed with respect to such the advance or with respect to any imputed income with respect to such the advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such the contested amount is claimed to be due is limited solely to such the contested amount. Furthermore, the CompanyYRC’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder under this Agreement and Employee the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by that the Internal Revenue Service or any other taxing authorityauthority raises.
Appears in 3 contracts
Samples: Executive Severance Agreement (Yrc Worldwide Inc), Executive Severance Agreement (Yrc Worldwide Inc), Executive Severance Agreement (Yrc Worldwide Inc)
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on of which it gives such notice to the Company (or such shorter period ending SCHEDULE A (CONT) on the date that any payment of taxes with respect to such claim is due). If the Company notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(ia) give the Company any information reasonably requested by the Company relating to such claim,
(iib) 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 reasonably selected by the Company,
(iiic) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivd) permit the Company to participate in any proceedings relating to such claim; , 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 Employee the Participant 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)8.3, the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx sue for a refund, or contest contexx the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx sue for a refund, the Company Compxxx shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Participant, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Participant 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.
Appears in 3 contracts
Samples: Employment Agreement (Paragon Trade Brands Inc), Employment Agreement (Paragon Trade Brands Inc), Employment Agreement (Paragon Trade Brands Inc)
- Notification Required. Employee The Executive shall notify the Company Yellow in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Yellow of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company Yellow of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company Yellow (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Yellow notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company Yellow any information reasonably requested by the Company Yellow relating to such claim,
(ii) take such action in connection with contesting such claim as the Company Yellow shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyYellow,
(iii) cooperate with the Company Yellow in good faith in order to effectively contest such claim, and,
(iv) permit the Company Yellow to participate in any proceedings relating to such claim; , provided, however, that the Company Yellow 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 Employee 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(csubparagraph (c), the Company Yellow shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx sue for a refund, or contest the claim xxxim in any permissible manner, and Employee the Executive agrees to prosecute 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 Yellow shall determine; provided, however, that if Yellow directs the Company directs Employee Executive to pay such claim and xxx sue for a refund, the Company Yellow shall advance adxxxce the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Yellow's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 2 contracts
Samples: Executive Severance Agreement (Yellow Corp), Executive Severance Agreement (Yellow Corp)
- Notification Required. Employee The Executive shall notify the Company Yellow in writing of any claim by the Internal Revenue Service claim that, if successful, would require the Yellow’s payment by the Company of the Gross-Up Payment. Such The Executive shall give Yellow the notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such the claim and shall apprise the Company Yellow of the nature of such claim and the date on which such claim is requested to be paid; provided that the Executive’s failure to give the notice within the 10-day period shall only prejudice the Executive’s rights pursuant to Section 6 to the extent that Yellow’s ability to reduce the amount of the Gross-Up Payment have been prejudiced. Employee The Executive shall not pay such the claim prior to the expiration of the thirty (30) -day period following the date on which it the Executive gives such notice to the Company Yellow (or such shorter period ending on the date that any payment of taxes with respect to such the claim is due). If Yellow notifies the Company notifies Employee Executive in writing prior to the expiration of such the period that it desires to contest such the claim, Employee the Executive shall:
(i1) give the Company Yellow any information that Yellow reasonably requested by the Company requests relating to such the claim,
(ii2) take such action in connection with contesting such the claim as the Company Yellow shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such the claim by an attorney that Yellow reasonably selected by the Companyselects,
(iii3) cooperate with the Company Yellow in good faith in order to effectively contest such the claim, and,
(iv4) permit the Company Yellow to participate in any proceedings relating to such the claim; provided, however, that the Company Yellow shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such the contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including 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(c6(c), the Company Yellow shall control all proceedings taken in connection with such the 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 such a claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee . The Executive agrees to prosecute such 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 Yellow shall determine; provided, however, that if Yellow directs the Company directs Employee Executive to pay such the claim and xxx for a refund, the Company Yellow shall advance the amount of such the payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect theretopenalties, imposed with respect to such the advance or with respect to any imputed income with respect to such the advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such the contested amount is claimed to be due is limited solely to such the contested amount. Furthermore, the CompanyYellow’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder under this Agreement and Employee the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by that the Internal Revenue Service or any other taxing authorityauthority raises.
Appears in 2 contracts
Samples: Executive Severance Agreement (Yellow Roadway Corp), Executive Severance Agreement (Yellow Roadway Corp)
- Notification Required. Employee The Executive shall notify the Company Saia in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Saia of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company Saia of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company Saia (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Saia notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company Saia any information reasonably requested by the Company Saia relating to such claim,;
(ii) take such action in connection with contesting such claim as the Company Saia shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,Saia;
(iii) cooperate with the Company Saia in good faith in order to effectively contest such claim, ; and
(iv) permit the Company Saia to participate in any proceedings proceeding relating to such claim; provided, however, that the Company Saia 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 Employee 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(csubparagraph (c), the Company Saia shall control all proceedings taken in connection with 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 such claim and may, at its it sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 Saia shall determine; provided, however, that if Saia directs the Company directs Employee Executive to pay such claim and xxx for a refund, the Company Saia shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax excise tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Xxxx’x control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 2 contracts
Samples: Executive Severance Agreement (Saia Inc), Executive Severance Agreement (Saia Inc)
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30thirty-(30) day period following the date on which it he or she 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee 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 reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order to effectively contest such claim, and,
(iv) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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(c5(c), the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 2 contracts
Samples: Executive Severance Agreement (Trinity Industries Inc), Executive Severance Agreement (Trinity Industries Inc)
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30thirty-(30) day period following the date on which it he or she 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company any 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 reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order to effectively contest such claim, and,
(iv) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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(c5(c), the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 2 contracts
Samples: Executive Severance Agreement (Trinity Industries Inc), Executive Severance Agreement (Trinity Industries Inc)
- Notification Required. Employee The Executive shall notify the Company YRC in writing of any claim by the Internal Revenue Service claim that, if successful, would require the YRC’s payment by the Company of the Gross-Up Payment. Such The Executive shall give YRC the notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such the claim and shall apprise the Company YRC of the nature of such claim and the date on which such claim is requested to be paid; provided that the Executive’s failure to give the notice within the 10-day period shall only prejudice the Executive’s rights pursuant to Section 6 to the extent that YRC’s ability to reduce the amount of the Gross-Up Payment have been prejudiced. Employee The Executive shall not pay such the claim prior to the expiration of the thirty (30) -day period following the date on which it the Executive gives such notice to the Company YRC (or such shorter period ending on the date that any payment of taxes with respect to such the claim is due). If YRC notifies the Company notifies Employee Executive in writing prior to the expiration of such the period that it desires to contest such the claim, Employee the Executive shall:
(i1) give the Company YRC any information that YRC reasonably requested by the Company requests relating to such the claim,
(ii2) take such action in connection with contesting such the claim as the Company YRC shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such the claim by an attorney that YRC reasonably selected by the Companyselects,
(iii3) cooperate with the Company YRC in good faith in order to effectively contest such the claim, and,
(iv4) permit the Company YRC to participate in any proceedings relating to such the claim; provided, however, that the Company YRC shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such the contest and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including 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(c6(c), the Company YRC shall control all proceedings taken in connection with such the 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 such a claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee . The Executive agrees to prosecute such 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 YRC shall determine; provided, however, that if YRC directs the Company directs Employee Executive to pay such the claim and xxx for a refund, the Company YRC shall advance the amount of such the payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect theretopenalties, imposed with respect to such the advance or with respect to any imputed income with respect to such the advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such the contested amount is claimed to be due is limited solely to such the contested amount. Furthermore, the CompanyYRC’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder under this Agreement and Employee the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by that the Internal Revenue Service or any other taxing authorityauthority raises.
Appears in 2 contracts
Samples: Executive Severance Agreement (Yrc Worldwide Inc), Executive Severance Agreement (Yrc Worldwide Inc)
- Notification Required. Employee shall Executive will 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 will be given as soon as practicable but no later than ten (10) 10 business days after Employee knows Executive is informed in writing of such claim and shall claim. Executive will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee shall Executive will not pay such claim prior to the expiration of the thirty (30) -day period following the date on which it 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 Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee Executive shall:
(i) give Give the Company any information reasonably requested by the Company relating to such claim,
(ii) take Take such action in connection with contesting such claim as the Company shall will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,
(iii) cooperate Cooperate with the Company in good faith in order to effectively contest such claim, and
(iv) permit Permit the Company to participate in any proceedings relating to such claim; 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 hold Employee Executive harmless, on an after-tax basis, for any Excise Tax or income tax, (including interest and penalties with respect thereto, penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(c13(c), the Company shall will control all proceedings taken in connection with such contest and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole optiondiscretion, either direct Employee Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee Executive agrees to prosecute 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 shall will determine; provided, however, that if the Company directs Employee Executive to pay such claim and xxx for a refund, the Company shall advance will pay the amount of such payment to Employee (unless otherwise prohibited by applicable law)Executive, on an interest-free basis and shall will indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax or income tax, tax (including interest or penalties with respect thereto, penalties) imposed with respect to such advance payment or with respect to any imputed income in connection with respect to such advancepayment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall will be limited to issues with respect to which a the Gross-Up Payment would be payable hereunder hereunder, and Employee shall 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.
Appears in 1 contract
- Notification Required. Employee The Executive shall notify the Company Saia in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Saia of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company Saia of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company Saia (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Saia notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company Saia any information reasonably requested by the Company Saia relating to such claim,;
(ii) take such action in connection with contesting such claim as the Company Saia shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,Saia;
(iii) cooperate with the Company Saia in good faith in order to effectively contest such claim, ; and
(iv) permit the Company Saia to participate in any proceedings proceeding relating to such claim; provided, however, that the Company Saia 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 Employee 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(csubparagraph (c), the Company Saia shall control all proceedings taken in connection with 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 such claim and may, at its it sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 Saia shall determine; provided, however, that if the Company directs Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law), on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Xxxx’x control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30thirty-(30) day period following the date on which it he or she 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee 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 reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order to effectively contest such claim, and,
(iv) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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(c5(c), the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and sue xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and sue xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law), on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee 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.
Appears in 1 contract
Samples: Executive Severance Agreement (Trinity Industries Inc)
- Notification Required. Employee shall Xx. Xxxxxxx will notify the Company MoneyGram in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company MoneyGram of the Gross-Up Payment. Such notification shall will be given as soon as practicable but no later than ten (10) 10 business days after Employee knows Xx. Xxxxxxx is informed in writing of such claim and shall claim. Xx. Xxxxxxx will apprise the Company MoneyGram of the nature of such claim and the date on which such claim is requested to be paid. Employee shall Xx. Xxxxxxx will not pay such claim prior to the expiration of the thirty (30) -day period following the date on which it Xx. Xxxxxxx gives such notice to the Company MoneyGram (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company MoneyGram notifies Employee Xx. Xxxxxxx in writing prior to the expiration of such period that it desires to contest such claim, Employee Xx. Xxxxxxx shall:
(i) give the Company Give MoneyGram any information reasonably requested by the Company MoneyGram relating to such claim,
(ii) take Take such action in connection with contesting such claim as the Company shall MoneyGram will reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyMoneyGram,
(iii) cooperate Cooperate with the Company MoneyGram in good faith in order to effectively contest such claim, and
(iv) permit the Company Permit MoneyGram to participate in any proceedings relating to such claim; provided, however, that the Company shall MoneyGram will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee Xx. Xxxxxxx harmless, on an after-tax basis, for any Excise Tax or income tax, (including interest and penalties with respect thereto, penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(c)6.3, the Company shall MoneyGram will control all proceedings taken in connection with such contest and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole optiondiscretion, either direct Employee Xx. Xxxxxxx to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee Xx. Xxxxxxx agrees to prosecute 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 shall MoneyGram will determine; provided, however, that if the Company MoneyGram directs Employee Xx. Xxxxxxx to pay such claim and xxx for a refund, the Company shall advance MoneyGram will pay the amount of such payment to Employee (unless otherwise prohibited by applicable law)Xx. Xxxxxxx, on an interest-free basis and shall will indemnify and hold Employee Xx. Xxxxxxx harmless, on an after-tax basis, from any Excise Tax or income tax, tax (including interest or penalties with respect thereto, penalties) imposed with respect to such advance payment or with respect to any imputed income in connection with respect to such advancepayment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Xx. Xxxxxxx with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the CompanyMoneyGram’s control of the contest shall will be limited to issues with respect to which a the Gross-Up Payment would be payable hereunder hereunder, and Employee shall Xx. Xxxxxxx 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.
Appears in 1 contract
- Notification Required. Employee The Executive shall notify the Company Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) 10 business days after Employee knows the Executive is informed in writing of such claim and claim. The Executive shall apprise the Company Corporation of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which it the Executive gives such notice to the Company Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Corporation notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(iA) give Give the Company Corporation any information reasonably requested by the Company Corporation relating to such claim,
(iiB) take Take such action in connection with contesting such claim as the Company Corporation shall reasonably request in writing from time to time, including, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyCorporation,
(iiiC) cooperate Cooperate with the Company Corporation in good faith in order to effectively contest such claim, and
(ivD) permit Permit the Company Corporation to participate in any proceedings relating to such claim; , provided, however, that the Company Corporation 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 Employee the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, (including interest and penalties with respect thereto, penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(c4(e), the Company Corporation shall control all proceedings taken in connection with such contest and, at its sole optiondiscretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole optiondiscretion, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 Corporation shall determine; provided, however, that if the Company Corporation directs Employee the Executive to pay such claim and xxx for a refund, the Company Corporation shall advance pay the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, (including interest or penalties with respect thereto, penalties) imposed with respect to such advance or with respect to any imputed income in connection with respect to such advancepayment; and provided, further, provided further that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Corporation's control of the contest shall be limited to issues with respect to which a the Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
- Notification Required. Employee The Executive shall notify the Company HEC in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company HEC of the Gross-Up Payment. Such notification shall be given as soon as practicable but no not later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company appraise HEC of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company HEC (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If HEC notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company HEC any information reasonably requested by the Company HEC relating to such claim,
(ii) take such action in connection with contesting such claim as the Company HEC shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyHEC,
(iii) cooperate with the Company HEC in good faith in order to effectively contest such claim, and,
(iv) permit the Company HEC to participate in any proceedings relating to such claim; , provided, however, that the Company HEC 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 Employee 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(c4(c), the Company HEC shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 HEC shall determine; provided, however, that if HEC directs the Company directs Employee Executive to pay such claim and xxx for a refund, the Company HEC shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is to limited solely to such contested amount. Furthermore, the Company’s HEC's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
- Notification Required. Employee 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 Schedule B (CONT) Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on of which it 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(ia) give the Company any information reasonably requested by the Company relating to such claim,
(iib) 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 reasonably selected by the Company,
(iiic) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivd) permit the Company to participate in any proceedings relating to such claim; , 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 Employee the Participant 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)8.3, the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx sue for a refund, or contest contexx the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx sue for a refund, the Company Compxxx shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Participant, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Participant 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.
Appears in 1 contract
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on of which it gives such notice to the Company (or such shorter period ending SCHEDULE A (CONT) on the date that any payment of taxes with respect to such claim is due). If the Company notifies Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(ia) give the Company any information reasonably requested by the Company relating to such claim,
(iib) 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 reasonably selected by the Company,
(iiic) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivd) permit the Company to participate in any proceedings relating to such claim; , 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 Employee the Participant 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)8.3, the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Participant, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Participant 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.
Appears in 1 contract
- Notification Required. Employee 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 (10) business days after Employee Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it 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 Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee Executive shall:
(ia) give the Company any information reasonably requested by the Company relating to such claim,
(iib) 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 reasonably selected by the Company,
(iiic) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivd) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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)4.4, the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)Executive, on an interest-free basis and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee Executive 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.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Atmos Energy Corp)
- Notification Required. Such Eligible Employee shall notify the Company AMRESCO in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company AMRESCO of the Gross-Up PaymentPayments. Such notification shall be given as soon as practicable but no later than ten (10) business days after such Eligible Employee knows of such claim and shall apprise the Company AMRESCO of the nature of such claim and the date on which such claim is requested to be paid. Such Eligible Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company AMRESCO (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company AMRESCO notifies such Eligible Employee in writing prior to the expiration of such period that it desires to contest such claim, such Eligible Employee shall:
(ia) give the Company AMRESCO any information reasonably requested by the Company AMRESCO relating to such claim,;
(iib) take such action in connection with contesting such claim as the Company AMRESCO shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney paid by AMRESCO reasonably selected by the CompanyAMRESCO,
(iiic) cooperate with the Company AMRESCO in good faith in order to effectively contest such claim, and,
(ivd) permit the Company AMRESCO to participate in any proceedings relating to such claim; , provided, however, that the Company AMRESCO shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall defend, indemnify and hold such Eligible 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 any payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(c)5.3, the Company AMRESCO shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appealsappeal, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct such Eligible Employee to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and such Eligible Employee agrees to prosecute 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 AMRESCO shall determine; provided, however, that if the Company AMRESCO directs such Eligible Employee to pay such claim and xxx for a refund, the Company AMRESCO shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)such Eligible Employee, on an interest-interest- free basis and shall defend, indemnify and hold such Eligible Employee harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to the payment of taxes for the taxable year of such Eligible Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s AMRESCO's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and such Eligible Employee 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.
Appears in 1 contract
- Notification Required. Employee The Executive shall notify the Company SCST in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company SCST of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company SCST of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company SCST (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If SCST notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company SCST any information reasonably requested by the Company SCST relating to such claim,;
(ii) take such action in connection with contesting such claim as the Company SCST shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,SCST;
(iii) cooperate with the Company SCST in good faith in order to effectively contest such claim, ; and
(iv) permit the Company SCST to participate in any proceedings proceeding relating to such claim; provided, however, that the Company SCST 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 Employee 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(csubparagraph (c), the Company SCST shall control all proceedings taken in connection with 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 such claim and may, at its it sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 SCST shall determine; provided, however, that if SCST directs the Company directs Employee Executive to pay such claim and xxx for a refund, the Company SCST shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax excise tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s SCST's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
Samples: Executive Severance Agreement (SCS Transportation Inc)
- Notification Required. Employee 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 Adjustment Payment. Such notification shall be given as soon as practicable but no later than ten thirty (1030) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) day 30)-day period following the date on which it 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(iA) give the Company any information reasonably requested by the Company relating to such claim,
, (iiB) 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 reasonably selected by the Company,
(iiiC) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivD) permit the Company to participate in any proceedings relating to such claim; 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 Employee 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(c5(d)(iii), the Company shall control all proceedings taken in connection with 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 with respect of to such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx sxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and xxx sxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up an Adjustment Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
Samples: Employment Agreement (Imation Corp)
- Notification Required. Employee 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 (10) business days after Employee the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30thirty-(30) day period following the date on which it he or she 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 Employee the Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee 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 reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order to effectively contest such claim, and,
(iv) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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(c5(c), the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and sue xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee the Executive to pay such claim and sue xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
Samples: Executive Severance Agreement (Trinity Industries Inc)
- Notification Required. Employee The Executive shall notify the Company SCST in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company SCST of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company SCST of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company SCST (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If SCST notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company SCST any information reasonably requested by the Company SCST relating to such claim,;
(ii) take such action in connection with contesting such claim as the Company SCST shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,SCST;
(iii) cooperate with the Company SCST in good faith in order to effectively contest such claim, ; and
(iv) permit the Company SCST to participate in any proceedings proceeding relating to such claim; provided, however, that the Company SCST 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 Employee 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(csubparagraph (c), the Company SCST shall control all proceedings taken in connection with 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 such claim and may, at its it sole option, either direct Employee the Executive to pay the tax claimed and xxx sue for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 SCST shall determine; provided, however, that if SCST directs the Company directs Employee Executive to pay such claim and xxx sue for a refund, the Company SCST shall advance the amount of such payment paymxxx to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax excise tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s SCST's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
Samples: Executive Severance Agreement (SCS Transportation Inc)
- Notification Required. Employee 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 (10) business days after Employee Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it 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 Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee Executive shall:
(ia) give the Company any information reasonably requested by the Company relating to such claim,
, (iib) 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 reasonably selected by the Company,
(iiic) cooperate with the Company in good faith in order to effectively contest such claim, and,
(ivd) permit the Company to participate in any proceedings relating to such claim; , 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 Employee 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)4.4, the Company shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee Executive agrees to prosecute 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 shall determine; provided, however, that if the Company directs Employee Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)Executive, on an interest-free basis and shall indemnify and hold Employee Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee Executive 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.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Atmos Energy Corp)
- Notification Required. Employee The Executive shall notify the Company Yellow in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Yellow of the Gross-Up Payment. , Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company Yellow of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company Yellow (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Yellow notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company Yellow any information reasonably requested by the Company Yellow relating to such claim,
(ii) take such action in connection with contesting such claim as the Company Yellow shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyYellow,
(iii) cooperate with the Company Yellow in good faith in order to effectively contest such claim, and,
(iv) permit the Company Yellow to participate in any proceedings relating to such claim; , provided, however, that the Company Yellow 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 Employee 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(csubparagraph (c), the Company Yellow shall control all proceedings taken in connection with 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 such claim and may, at its sole option, either direct Employee the Executive to pay the tax claimed and xxx sue for a refund, or contest the claim in any permissible xxrmissible manner, and Employee the Executive agrees to prosecute 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 Yellow shall determine; provided, however, that if Yellow directs the Company directs Employee Executive to pay such claim and xxx sue for a refund, the Company Yellow shall advance the amount amxxxt of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Yellow's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
- Notification Required. Employee The Executive shall notify the Company SCST in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company SCST of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee the Executive knows of such claim and shall apprise the Company SCST of the nature of such claim and the date on which such claim is requested to be paid. Employee The Executive shall not pay such claim prior to the expiration of the thirty (30) thirty-day period following the date on which it gives such notice to the Company SCST (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If SCST notifies the Company notifies Employee Executive in writing prior to the expiration of such period that it desires to contest such claim, Employee the Executive shall:
(i) give the Company SCST any information reasonably requested by the Company SCST relating to such claim,;
(ii) take such action in connection with contesting such claim as the Company SCST shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,SCST;
(iii) cooperate with the Company SCST in good faith in order to effectively contest such claim, ; and
(iv) permit the Company SCST to participate in any proceedings proceeding relating to such claim; provided, however, that the Company SCST 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 Employee 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(csubparagraph (c), the Company SCST shall control all proceedings taken in connection with 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 such claim and may, at its it sole option, either direct Employee the Executive to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and Employee the Executive agrees to prosecute 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 SCST shall determine; provided, however, that if SCST directs the Company directs Employee Executive to pay such claim and xxx for a refund, the Company SCST shall advance the amount of such payment to Employee (unless otherwise prohibited by applicable law)the Executive, on an interest-free basis and shall indemnify and hold Employee the Executive harmless, on an after-tax basis, from any Excise Tax excise tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the CompanySCST’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee the Executive 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.
Appears in 1 contract
Samples: Executive Severance Agreement (SCS Transportation Inc)
