Common use of Withholding; Indemnification Clause in Contracts

Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority. (b) Whenever the Stockholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Other Equityholders under this Section 10, the Stockholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. The Optionholder and its representatives, at the Optionholder's expense, shall be entitled to participate in all conferences, meetings or proceedings with the Internal Revenue Service or other taxing authority with respect to such issue and shall have the right to control any such proceeding, at its own expense, to the extent relating to indemnifiable amounts. Notwithstanding the foregoing, the Stockholder shall have the right (but not the obligation) to pay at any time any amounts asserted to be due by the relevant governmental authority and, if a payment or payments are so made by the Stockholder, (i) the Stockholder shall be promptly reimbursed for such payment as an indemnified amount and (ii) the Optionholder shall have the right to control any resulting refund proceeding, at its own expense.

Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder each Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder such Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder with respect to such Unitholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority. (b) Whenever the Stockholder any Unitholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Other Equityholders under this Section 108, the Stockholder such Unitholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. At the direction and expense of the Optionholder, the Company or the Unitholder, as applicable, shall contest with the IRS or other taxing authority the imposition or assessment of withholding tax (including interest and penalties). The Optionholder and its representatives, at the Optionholder's ’s expense, shall be entitled to participate in all conferences, meetings or proceedings with the Internal Revenue Service IRS or other taxing authority with respect to such issue and shall have the right to control any such proceeding, at its own expense, to the extent relating to indemnifiable amounts. Notwithstanding the foregoing, the Stockholder shall have the right (but not the obligation) to pay at any time any amounts asserted to be due by the relevant governmental authority and, if a payment or payments are so made by the Stockholder, (i) the Stockholder shall be promptly reimbursed for such payment as an indemnified amount and (ii) the Optionholder shall have the right to control any resulting refund proceeding, at its own expenseissue.

Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority. (b) Whenever the Stockholder Unitholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Other Equityholders under this Section 10, the Stockholder Unitholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. The Optionholder and its representatives, at the Optionholder's expense, shall be entitled to participate in all conferences, meetings or proceedings with the Internal Revenue Service or other taxing authority with respect to such issue and shall have the right to control any such proceeding, at its own expense, to the extent relating to indemnifiable amounts. Notwithstanding the foregoing, the Stockholder Unitholder shall have the right (but not the obligation) to pay at any time any amounts asserted to be due by the relevant governmental authority and, if a payment or payments are so made by the StockholderUnitholder, (i) the Stockholder Unitholder shall be promptly reimbursed for such payment as an indemnified amount and (ii) the Optionholder shall have the right to control any resulting refund proceeding, at its own expense.

Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority. (b) Whenever the Stockholder Unitholder or the Company becomes aware of an issue which either party believes could give rise to payment or indemnification by the Optionholder or the Other Equityholders under this Section 10, the Stockholder Unitholder or the Company (as the case may be) shall promptly give notice of the issue to the Optionholder. The Optionholder and its representatives, at the Optionholder's ’s expense, shall be entitled to participate in all conferences, meetings or proceedings with the Internal Revenue Service or other taxing authority with respect to such issue and shall have the right to control any such proceeding, at its own expense, to the extent relating to indemnifiable amounts. Notwithstanding the foregoing, the Stockholder Unitholder shall have the right (but not the obligation) to pay at any time any amounts asserted to be due by the relevant governmental authority and, if a payment or payments are so made by the StockholderUnitholder, (i) the Stockholder Unitholder shall be promptly reimbursed for such payment as an indemnified amount and (ii) the Optionholder shall have the right to control any resulting refund proceeding, at its own expense.