Common use of Tax Claim Clause in Contracts

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 for the Executive’s payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.

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 '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 sxx 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 '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 Executive remitted the Underpayment or expense was incurredif, following resolution of a Claim, no Underpayment is paid, the end of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of the Claim. Any indemnification for the Executive’s 's payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.SECTION 5

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 '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 sue for a refund or contest the Claim in any permissible manner. The Xhe 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 '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 Executive remitted the Underpayment or expense was incurredif, following resolution of a Claim, no Underpayment is paid, the end of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of the Claim. Any indemnification for the Executive’s 's payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.

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 '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 sue for a refund or contest the Claim in any permissible manner. The Xxe 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 '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 Executive remitted the Underpayment or expense was incurredif, following resolution of a Claim, no Underpayment is paid, the end of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of the Claim. Any indemnification for the Executive’s 's payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.

Tax Claim. The Executive Notwithstanding anything to the contrary set forth in Section 7.7 regarding a Third Party Claim, this Section 6.3(e) shall govern with respect to any notice, participation and control rights with respect to Tax Contests. (i) If any Governmental Entity issues to the Ingénia Group a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes or Tax Returns of the Ingénia Group, for any Pre-Closing Tax Period (a “Tax Contest”), the Purchaser shall notify in writing the Vendors’ Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of its actual receipt of such written notice or fifteen (15) days before the day on which a response to the Governmental Entity is required. (ii) Within five (5) Business Days following the receipt of the notification from the Purchaser referred to in Section 6.3(e)(i), where the Tax Contest (a) relates to Taxes for which the Vendors must indemnify the Purchaser, or (b) would reasonably be expected to materially prejudice the Vendors’ tax position as supported by a written confirmation on a “more likely than not” level of comfort from a reputable accounting or legal firm, the Vendors’ Representative shall have the option to elect to conduct the defense of such Tax Contest at the Vendors’ Representative’s sole cost and expense, but shall not be obliged to make such election. (iii) If the Vendors’ Representative elects to conduct the defense of a Tax Contest pursuant to Section 6.3(e)(ii), the Vendors’ Representative shall notify the Company Purchaser of such intent within the time period specified in writing Section 6.3(e)(ii) and the Purchaser shall, (a) inform the Vendors’ Representative of any claim or proposed adjustment by the Internal Revenue Service or other taxing authority status of such Tax Contest to the extent that the Purchaser has actual knowledge of such status, (“Claim”b) that, if successful, would require payment of (i) any Excise Tax on cooperate and collaborate with 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 (Vendors’ Representative in the case of either (i) defence against 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 compromise of such ClaimTax Contest, and shall apprise (c) provide the Company of Vendors’ Representative with any written communication from 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 Governmental Entity 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 relation 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 Tax Contest within five (or shall promptly reimburse the Executive for5) 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 for the Executive’s payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.Business Days after actual receipt thereof

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 '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 sue for a refund or contest the Claim in any permissible manner. The Txx 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 '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 Executive remitted the Underpayment or expense was incurredif, following resolution of a Claim, no Underpayment is paid, the end of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of the Claim. Any indemnification for the Executive’s 's payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.

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 '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 sue for a refund or contest the Claim in any permissible manner. The Xxx 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 '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 Executive remitted the Underpayment or expense was incurredif, following resolution of a Claim, no Underpayment is paid, the end of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of the Claim. Any indemnification for the Executive’s 's payment of an Underpayment shall be paid by the Company to the Executive promptly, but in all events no later than the last day of the calendar year following the calendar year in which the Executive remitted the Underpayment. The amount of such costs or expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and no right of the Executive to such reimbursement shall be subject to liquidation or exchange for another benefit. The Executive’s right to payment or reimbursement of expenses pursuant to this Section 4.3 shall expire at the end of 10 years following the Effective Date.