Tax Claim. The Executive shall notify the Company in writing of any claim or proposed adjustment by the Internal Revenue Service or other taxing authority (“Claim”) that, if successful, would require payment of (i) any Excise Tax on the Payments, if Payments have been reduced to avoid the Excise Tax or if no reduction occurred because the Accounting Firm determined no Excise Tax would be incurred, or (ii) any Excise Tax on the Payments in an amount greater than that reported by the Company on the Executive’s Form W-2 (in the case of either (i) or (ii), an “Underpayment”). Such notification shall be given as soon as practicable, but no later than ten (10) business days after the Executive is informed in writing of such Claim, and shall apprise the Company of the nature of such Claim and the date on which such Claim is payable. If the Company desires to contest such Claim, 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 the Executive to pay the Underpayment and xxx for a refund or contest the Claim in any permissible manner. The Executive agrees to cooperate with the Company in good faith in order effectively to contest such Claim, including, without limitation, providing any information and taking such action as may be reasonably requested by the Company. The Company’s control of the contest shall be limited to issues that relate to the Underpayment, and 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. The Executive shall be responsible for payment of the Underpayment. The Company shall pay directly (or shall promptly reimburse the Executive for) all legal, accounting and other costs and expenses incurred in connection with any Claim and shall indemnify the Executive, on an after-tax basis, for any Underpayment incurred by the Executive pursuant to such Claim. Notwithstanding anything contained herein to the contrary, any payment or reimbursement by the Company of costs and expenses incurred in connection with a Claim, as provided herein, shall be paid promptly, but in all events no later than the last day of the calendar year following the calendar year in which the cost or expense was incurred. Any indemnification fo...
Tax Claim. No claim has been made by the Seller against the Lessee for any Tax indemnification under the Lease Documents.
Tax Claim. 6.16(f) Tax Return............................................................3.13
Tax Claim. The Equityholders shall provide or cause to be provided to the Company any information reasonably requested by the Company relating to such H-10 Tax Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such H-10 Tax Claim. The Company shall inform the Equityholders of all developments and events relating to such H-10 Tax Claim (including, without limitation, providing to the Equityholders copies of all written materials relating to such H-10 Tax Claim) and the Equityholders and their authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such H-10 Tax Claim.
Tax Claim. The term "Tax Claim" shall have the meaning set forth in Section 12.5.1.
Tax Claim. Section 11.7........................39
Tax Claim. 5.7(e)(iv) Tax Indemnified Party..............................................5.7(e)(iv) Tax Indemnifying Party.............................................5.7(e)(iv) Tax Return........................................................3.16(c)(ii) Taxes..............................................................3.16(c)(i) Termination Date.......................................................7.1(e) Third Party Approval Contracts.........................................5.3(b) To the Knowledge of Buyer...............................................10.14 To the Knowledge of Sellers.............................................10.14
Tax Claim. 38 Terminated 401(k) Plan ................................................................................................................................ 6
Tax Claim. “Tax Claim” means any claim as defined in Section 3.5(E)(1).
Tax Claim. The term "Tax Claim" means the net amount of Taxes assessed against the Company and Lorvic as a result of the disallowance in whole or part of deductions taken or to be taken for tax periods ending on or before the Closing Date by the Company or Lorvic in connection with the Asset Purchase Agreement dated as of December 28, 1989, by and among LC Acquisition Corporation, The Lorvic Corporation, Semicon, Inc., The Lorvic International Ltd. and R.P. Xxxxxxx Xxxporation for the amortization of a noncompete agreement and secrecy agreement in a total amount of $3,000,000. The Stockholders have given the Purchaser notice of the Tax Claim.
