Common use of Potential Taxes Clause in Contracts

Potential Taxes. Should any payments hereunder or contemplated hereby be subject to excise tax pursuant to section 4999 of the Code or any successor or similar provision thereto, or comparable state or local tax laws, the Company shall pay to Employee such addi­tional compensation as is necessary (after taking into account all Federal, state and local income taxes payable by Employee as a result of receipt of such compensation) to place Employee in the same after-tax position that he would have been in had no such excise tax (or any inter­est or penalties thereon) been paid or incurred. The Company shall pay such additional compensation upon the earlier of (i) the time at which the Company is required to withhold such excise tax for any payments to Employee or (ii) 30 days after Employee notifies the Company that Employee has filed a tax return that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax counsel that it is more likely than not that such excise tax is due and payable. If Employee makes any payment with respect to, any such excise tax as a result of an adjustment to Employees tax liability by any Federal, state or local authority, the Company will pay such additional compensation within 30 days after Employee notifies the Company of such payment. Without limiting the obligation of the Company hereunder, Employee agrees, in the event Employee makes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reason­ably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee will not he required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee reasonably determines that such contest is inconsistent with the overall tax interests of Employee. The Company agrees to hold in confidence and not to dis­close, without Employee's prior written consents, any information with regard to Employee's tax position that the Company obtains pursuant to this Paragraph 4.6.

Potential Taxes. Should any payments hereunder or contemplated hereby be subject to excise tax pursuant to section 4999 of the Code or any successor or similar provision thereto, or comparable state or local tax laws, the Company shall pay to Employee such addi­tional additional compensation as is necessary (after taking into account all Federal, state and local income taxes payable by Employee as a result of receipt of such compensation) to place Employee in the same after-tax position that he would have been in had no such excise tax (or any inter­est interest or penalties thereon) been paid or incurred. The Company shall pay such additional compensation upon the earlier of (i) the time at which the Company is required to withhold such excise tax for any payments to Employee or (ii) 30 days after Employee notifies the Company that Employee has filed a tax return that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's ’s tax counsel that it is more likely than not that such excise tax is due and payable. If Employee makes any payment with respect to, any such excise tax as a result of an adjustment to Employees tax liability by any Federal, state or local authority, the Company will pay such additional compensation within 30 days after Employee notifies the Company of such payment. Without limiting the obligation of the Company hereunder, Employee agrees, in the event Employee makes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reason­ably reasonably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee will not he required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee reasonably determines that such contest is inconsistent with the overall tax interests of Employee. The Company agrees to hold in confidence and not to dis­closedisclose, without Employee's ’s prior written consents, any information with regard to Employee's ’s tax position that the Company obtains pursuant to this Paragraph 4.6.

Potential Taxes. Should any payments hereunder or contemplated hereby be subject to excise tax pursuant to section 4999 of the Code or any successor or similar provision thereto, or comparable state or local tax laws, the Company shall pay to Employee Lender such addi­tional additional compensation as is necessary (after taking into account all Federal, state and local income taxes payable by Employee Lender as a result of receipt of such compensation) to place Employee Lender in the same after-tax position that he would have been in had no such excise tax (or any inter­est interest or penalties thereon) been paid or incurred. The Company shall pay such additional compensation upon the earlier of (i) the time at which the Company is required to withhold such excise tax for any payments to Employee Lender or (ii) 30 days after Employee notifies the Company that Employee Lender has filed a tax return that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's Lender’s tax counsel that it is more likely than not that such excise tax is due and payable. If Employee Lender makes any payment with respect to, any such excise tax as a result of an adjustment to Employees Lender’s tax liability by any Federal, state or local authority, the Company will pay such additional compensation within 30 days after Employee Lender notifies the Company of such payment. Without limiting the obligation of the Company hereunder, Employee Lender agrees, in the event Employee makes Lender wakes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reason­ably reasonably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee Lender will not he be required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee Lender reasonably determines that such contest is inconsistent with the overall tax interests of EmployeeLender. The Company agrees to hold in confidence and not to dis­closedisclose, without Employee's Lender’s prior written consents, any information with regard to Employee's Lender’s tax position that the Company obtains pursuant to this Paragraph 4.6.

Potential Taxes. Should any payments hereunder or contemplated hereby be subject to excise tax pursuant to section 4999 of the Code or any successor or similar provision thereto, or comparable state or local tax laws, the Company shall pay to Employee such addi­tional compensation as is necessary (after taking into account all Federal, state and local income taxes payable by Employee as a result of receipt of such compensation) to place Employee in the same after-tax position that he would have been in had no such excise tax (or any inter­est or penalties thereon) been paid or incurred. The Company shall pay such additional compensation upon the earlier of (i) the time at which the Company is required to withhold such excise tax for any payments to Employee or (ii) 30 days after Employee notifies the Company that Employee has filed a tax return that takes the position that such excise tax is due and payable in reliance on a written opinion of Employee's tax counsel that it is more likely than not that such excise tax is due and payable. If Employee makes any payment with respect to, any such excise tax as a result of an adjustment to Employees tax liability by any Federal, state or local authority, the Company will pay such additional compensation within 30 days after Employee notifies the Company of such payment. Without limiting the obligation of the Company hereunder, Employee agrees, in the event Employee makes any payment pursuant to the preceding sentence, to negotiate with the Company in good faith with respect to procedures reason­ably requested by the Company that would afford the Company the ability to contest the imposition of such excise tax; provided, however, that Employee will not he be required to afford the Company any right to contest the applicability of any such excise tax to the extent that Employee reasonably determines that such contest is inconsistent with the overall tax interests of Employee. The Company agrees to hold in confidence and not to dis­close, without Employee's prior written consents, any information with regard to Employee's tax position that the Company obtains pursuant to this Paragraph 4.6.