Common use of Options for Resolution Clause in Contracts

Options for Resolution. If, for any Affiliation Year, the aggregate liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues exceeds $1,000,000, AXP may select one of two options: (i) retain complete control over and liability for the remaining Ameriprise Unsettled Issues, or (ii) cede complete control to Ameriprise for the remaining Ameriprise Unsettled Issues. In the event that AXP selects option (ii), Ameriprise shall assume complete responsibility and liability for such issues, but shall proceed with reasonable diligence to resolve the same. In so doing, Ameriprise may, upon ten (10) business days written notice to AXP, fund the prepayment of any remaining Ameriprise Unsettled Issue if the effect of such prepayment is to toll an interest charge for such issue and AXP does not otherwise determine in good faith that such action would adversely affect the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group). In addition, in such event, Ameriprise shall be liable and indemnify AXP and the AXP Affiliates for, but AXP shall control the resolution of, (A) each AXP Issue which is not expressly set forth in the RAR with respect to such Affiliation Year ("New AXP Issues") and (B) each AXP Excess Issue as defined below. For purposes of this Article IX, an "AXP Excess Issue" shall mean an AXP Issue the Tax liability for which (including any related interest, penalties and additions to Tax) exceeds any proposed deficiency set forth in the RAR with respect to such AXP Issue or, if less, the amount of any deficiency with respect to such AXP Issue in an agreement with the IRS reached during Appellate proceedings ("IRS Agreement"). Ameriprise's liability for an AXP Excess Issue shall be an amount equal to the excess, if any, of the actual liability for Taxes (including any related interest, penalties and additions to Tax) with respect to such AXP Excess Issue over the proposed deficiency in the RAR or IRS Agreement, as the case may be.

Options for Resolution. If, for any Affiliation Year, the aggregate liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues exceeds $1,000,000, AXP may select one of two options: (i) retain complete control over and liability for the remaining Ameriprise Unsettled Issues, or (ii) cede complete control to Ameriprise for the remaining Ameriprise Unsettled Issues. In the event that AXP selects option (ii), Ameriprise shall assume complete responsibility and liability for such issues, but shall proceed with reasonable diligence to resolve the same. In so doing, Ameriprise may, upon ten (10) business days written notice to AXP, fund the prepayment of any remaining Ameriprise Unsettled Issue if the effect of such prepayment is to toll an interest charge for such issue and AXP does not otherwise determine in good faith that such action would adversely affect the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group). In addition, in such event, Ameriprise shall be liable and indemnify AXP and the AXP Affiliates for, but AXP shall control the resolution of, (A) each AXP Issue which is not expressly set forth in the RAR with respect to such Affiliation Year ("‘‘New AXP Issues"’’) and (B) each AXP Excess Issue as defined below. For purposes of this Article IX, an "‘‘AXP Excess Issue" ’’ shall mean an AXP Issue the Tax liability for which (including any related interest, penalties and additions to Tax) exceeds any proposed deficiency set forth in the RAR with respect to such AXP Issue or, if less, the amount of any deficiency with respect to such AXP Issue in an agreement with the IRS reached during Appellate proceedings ("‘‘IRS Agreement"’’). Ameriprise's ’s liability for an AXP Excess Issue shall be an amount equal to the excess, if any, of the actual liability for Taxes (including any related interest, penalties and additions to Tax) with respect to such AXP Excess Issue over the proposed deficiency in the RAR or IRS Agreement, as the case may be.

Options for Resolution. If, for any Affiliation Year, the aggregate liability for Article IX Taxes with respect to the remaining Ameriprise Unsettled Issues exceeds $1,000,000, AXP may select one of two options: (i) retain complete control over and liability for the remaining Ameriprise Unsettled Issues, or (ii) cede complete control to Ameriprise for the remaining Ameriprise Unsettled Issues. In the event that AXP selects option (ii), Ameriprise shall assume complete responsibility and liability for such issues, but shall proceed with reasonable diligence to resolve the same. In so doing, Ameriprise may, upon ten (10) business days written notice to AXP, fund the prepayment of any remaining Ameriprise Unsettled Issue if the effect of such prepayment is to toll an interest charge for such issue and AXP does not otherwise determine in good faith that such action would adversely affect the U.S. federal income Tax liability of a member of the AXP Group (other than a member of the Ameriprise Group). In addition, in such event, Ameriprise shall be liable and indemnify AXP and the AXP Affiliates for, but AXP shall control the resolution of, (A) each AXP Issue which is not expressly set forth in the RAR with respect to such Affiliation Year ("New AXP Issues") and (B) each AXP Excess Issue as defined below. For purposes of this Article IX, an "AXP Excess Issue" shall mean an AXP Issue the Tax liability for which (including any related interest, penalties and additions to Tax) exceeds any proposed deficiency set forth in the RAR with respect to such AXP Issue or, if less, the amount of any deficiency with respect to such AXP Issue in an agreement with the IRS reached during Appellate proceedings ("IRS Agreement"). Ameriprise's liability for an AXP Excess Issue shall be an amount equal to the excess, if any, of the actual liability for Taxes (including any related interest, penalties and additions to Tax) with respect to such AXP Excess Issue over the proposed deficiency in the RAR or IRS Agreement, as the case may be.to