Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten 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 requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
(i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that 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 the 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. Without limitation on the foregoing provisions of this Paragraph 6(d), 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 tax claimed and sxx for a refund or to contest the claim in any permissible manner, and the 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 the Company shall determine; provid...
Tax Controversy. If any governmental authority having the power to assess or collect an income tax (a “Taxing Authority”) challenges the income tax return of any Limited Partner for any reason, in whole or in part, having to do with his being a Limited Partner, the Limited Partner shall tender the defense thereof to the Partnership. If approved by at least fifty-one percent (51%) in interest of the Partnership Interests of the Limited Partners, the Partnership, at its expense, shall have the right and shall control the defense against the challenge. In connection with any defense against a challenge by a Taxing Authority not so approved, the Partnership will be obligated neither to defend nor pay for the defense against the Taxing
Tax Controversy. (i) Buyer and the Company shall provide Seller with notice of any audit or investigations with respect to a Pre-Closing Tax Period. Seller shall have the right to control, at its own cost, any and all such audits or investigations relating to Taxes for a Pre-Closing Tax Period, but only if Seller notifies Buyer of Seller’s intention to exercise such control within sixty (60) days of Seller’s receipt of such notice from Buyer and the Company, and only if the settlement of such audit or investigation could result in an indemnification claim by any Buyer Indemnified Party pursuant to Section 8.2; provided, however, that Buyer shall have the right to participate in such proceedings at its own cost. To the extent that any proposed settlement of any claim for Taxes from a Pre-Closing Tax Period could result in an adverse effect on Buyer or any of the Companies for any later tax period, Buyer shall have the right to consent to any such settlement, which consent should not be unreasonably withheld, conditioned or delayed.
(ii) Buyer shall control all proceedings with respect to any audit or investigation relating to a Straddle Period, provided that, if such audit or investigation could result in an indemnification claim by any Buyer Indemnified Party pursuant to Section 8.2, Buyer shall notify Seller and allow Seller a reasonable opportunity to participate (at Seller’s own cost) in such proceedings and Seller shall have the right to consent to the settlement of such Tax claim, which consent shall not be unreasonably withheld, conditioned or delayed.
Tax Controversy. 3 1.17 Tax Item...................................................... 3 1.18
Tax Controversy. After the Closing, the Sellers shall cooperate with the Buyer, Oxford GP and their agents, including accounting firms and legal counsel upon reasonable request, in connection with the preparation of any Tax Return or any refund claim or any Tax audits, Tax disputes, Tax notices (including an assertion of a deficiency or a notice of a proposed adjustment), any assertion of a claim for Taxes or other proceedings related to any Taxes (each, a “Tax Controversy”) with respect to the activities or filings of Oxford GP for any period, or the portion of any period, prior to the Closing Date. In addition, each of the Buyer and Oxford GP shall cooperate with the Sellers, in the same manner as set forth above, with respect to any such Tax Controversy. The cooperation of any Person under this Section 9.05 shall include the retention and (upon the other party’s reasonable request) the provision of records and information, including work papers of the Oxford GP and its auditors, but excluding records and information that are protected by recognized professional privilege, related to any period, or the portion of any period, of the Oxford GP ending on or before the Closing Date, which are reasonably relevant to any Tax Returns, claims for refund, or any Tax Controversy. The Sellers, the Buyer and Oxford GP each agree to retain all books and records with respect to Tax matters pertinent to Oxford GP relating to the three year period (or portion thereof) prior to the Closing Date for a period of at least three years and shall provide notice to the other prior to destroying any such books and records (and an opportunity for the other to take possession of such books and records).
Tax Controversy. Executive acknowledges that Hibernia now intends to treat the payments, contributions, distributions or other amounts described in paragraphs A, X, X, X, X, X, X and I of this Appendix A as supplemental wage payments under the laws of the State of Louisiana that are subject to withholding and remission of income tax at the applicable rate. Hibernia acknowledges that Executive disputes such withholding and remission, which he consents to under protest for tax purposes only. Nevertheless, in order to facilitate the payments, contributions and distributions contemplated in this Appendix A, Executive agrees that such withholding and remission by Hibernia shall not constitute a breach of this Agreement. Executive may, at any time, furnish to Hibernia evidence satisfactory to Hibernia that such withholding and remission does not apply. In such event, and to the extent that Hibernia, in its sole discretion, determines that such withholding and remission is not required, Hibernia shall not make such withholding and remission with respect to any payments or other distributions subsequently due or payable under this Agreement. Executive acknowledges that his remedy for the withholding and remission of amounts hereunder is protest to the State of Louisiana, including appropriate legal and/or administrative action against such state or its appropriate agencies. In no event, however, shall Executive name Hibernia as a party thereto. Hibernia acknowledges receipt of Executive's Declaration of Domicile, dated December 20, 2000, which was intended to establish that Executive was domiciled in and a resident of the State of Florida as of such date. CONTRACT BUYOUT AND SEPARATION AGREEMENT EXHIBIT A-1 OPTIONS Exercise Price #Options Grant Date Option# Per Share Outstanding 3/26/92 001505 $ 4.1875 328,360 3/26/93 001717 $ 7.1875 13,913 3/26/93 001718 $ 7.1875 628,753 3/25/94 002009 $ 7.9375 12,598 3/25/94 002010 $ 7.9375 643,428 1/23/95 002151 $ 6.9375 125,000 3/18/96 002671 $ 10.1875 125,000 1/27/97 003190 $ 13.4375 125,000 1/27/98 003551 $ 18.2813 150,000 1/26/99 004610 $ 16.0938 175,000 1/25/00 005629 $ 9.9063 185,000 CONTRACT BUYOUT AND SEPARATION AGREEMENT EXHIBIT A-1 (Cont.) Grant Date Option# Expiration of Option after Retirement 3/26/92 001505 March 26, 2002 3/26/93 001717 March 26, 2003 3/26/93 001718 March 26, 2003 3/25/94 002009 January 31, 2002 3/25/94 002010 January 31, 2002 1/23/95 002151 January 31, 2002 3/18/96 002671 January 31, 2002 1/27/97 003190 January 31...
Tax Controversy. 130 Section 11.2 Tax Indemnification by Vivendi and USH3.............................................131 Section 11.3 Tax Indemnification by GE...........................................................132
Tax Controversy. (a) Each party shall notify the other party in reasonable detail of such party's (or any of its Affiliate's) receipt from a Taxing Authority of any notice of the commencement of any Tax audit, examination or judicial or administrative proceeding or receipt from a Taxing Authority of any proposed adjustment, demand or notice of deficiency which if determined adversely to the relevant taxpayer or after the lapse of time would be grounds for indemnification by Vivendi or USH3 under Section 11.2 or GE under Section 11.3 (each, a "COVERED PROCEEDING"). To the extent a party fails to give notice as required in the preceding sentence and such failure is actually prejudicial to the other party, such other party shall not have an obligation to indemnify the party failing to give notice in connection with the portion (if any) of such asserted Tax obligation that would not have been incurred but for such failure.
(b) Subject to the other provisions of this Section 11.1, (i) USH3 shall have the right to control any Covered Proceeding with respect to a Tax Return described in Section 7.12(c)(i) or 7.12(c)(ii) and shall notify GE in writing within 30 days of the commencement of such Covered Proceeding and (ii) GE shall have the right to control any Covered Proceeding which USH3 does not control under clause (i).
(c) With respect to any Covered Proceeding, (i) the party controlling such Covered Proceeding shall (A) control and direct such proceeding through representatives of its own choosing and its expense, (B) notify the other party of significant developments with respect to such proceeding and keep the other party reasonably informed and consult with the other party with respect to any issue that reasonably could be expected to have an adverse effect on the other party or any of its Affiliates, (C) give to the other party a copy of any Tax adjustment proposed in writing with respect to such Covered Proceeding and copies of any other correspondence with the relevant Taxing Authority relating to such Covered Proceeding, and (D) otherwise permit the other party to participate in such proceeding at such other party's own expense, (ii) if and to the extent required, the party not controlling such Covered Proceeding shall promptly execute or cause to be executed by the relevant taxpayer reasonable powers of attorney or other documents authorizing such representatives of the party controlling such Covered Proceeding to act in connection with such Covered Proceeding, and (i...
Tax Controversy. Parent, the Surviving Corporation and its Subsidiaries shall provide the Stockholder Representative with notice of any audit or investigations with respect to a taxable period beginning before the Closing Date if such audit or investigation could give rise to a Liability of Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03. The Stockholder Representative shall have the right to participate in any and all such audits or investigations and to approve the disposition thereof (not to be unreasonable withheld or delayed) to the extent it would result in any such Liability to Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03.
Tax Controversy. 62 Section 8.4. Tax Cooperation.......................................63 Section 8.5. Transfer Taxes........................................64 Section 8.6. Miscellaneous.........................................64
