Common use of Other Contest Terms Clause in Contracts

Other Contest Terms. Without limitation on the foregoing provisions of this Section 10.3: (i) Commerce 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 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. (ii) Commerce 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, hearing and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the IRS claim in any permissible manner; (iii) 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 Commerce shall determine; (iv) If Commerce directs Executive to pay such IRS claim and xxx for a refund, then Commerce shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest penalties) imposed regarding such advance or regarding any imputed income with respect to such advance; (v) Any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. (vi) Commerce’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 10 and 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.

Other Contest Terms. Without limitation on the foregoing provisions of this Section 10.3: (i) Commerce Metro 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 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. (ii) Commerce Metro 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, hearing and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the IRS claim in any permissible manner; (iii) 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 Commerce Metro shall determine; (iv) If Commerce Metro directs Executive to pay such IRS claim and xxx sxx for a refund, then Commerce Metro shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest penalties) imposed regarding such advance or regarding any imputed income with respect to such advance; (v) Any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. (vi) Commerce’s Metro's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 10 and 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.

Other Contest Terms. Without limitation on the foregoing provisions of this Section 10.3: (i) Commerce 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 Executive Hill harmless, on an and 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. (ii) Commerce 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, hearing and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive Hill to pay the tax claimed and xxx sxx for a refund or contest the IRS claim in any permissible manner; (iii) Executive Hill 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 Commerce the Company shall determine; (iv) If Commerce the Company directs Executive Hill to pay such IRS claim and xxx sxx for a refund, then Commerce the Company shall advance the amount of such payment to Executive Hill on an interest-free basis and shall indemnify and hold Executive Hill harmless, on an after-tax basis, from any Excise Tax or income tax (including interest penalties) imposed regarding such advance or regarding any imputed income with respect to such advance; (v) Any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive Hill with respect to which such contested amount is claimed to be due is limited solely to such contested amount. (vi) Commerce’s The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 10 and Executive Hill 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.

Other Contest Terms. Without limitation on the foregoing provisions of this Section 10.3: (i) Commerce 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 Executive Hill 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. (ii) Commerce 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, hearing and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive Hill to pay the tax claimed and xxx for a refund or contest the IRS claim in any permissible manner; (iii) Executive Hill 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 Commerce shall determine; (iv) If Commerce directs Executive Hill to pay such IRS claim and xxx for a refund, then Commerce shall advance the amount of such payment to Executive Hill on an interest-free basis and shall indemnify and hold Executive Hill harmless, on an after-tax basis, from any Excise Tax or income tax (including interest penalties) imposed regarding such advance or regarding any imputed income with respect to such advance; (v) Any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive Hill with respect to which such contested amount is claimed to be due is limited solely to such contested amount. (vi) Commerce’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable under this Section 10 and Executive Hill 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.