Common use of IRS Claims Clause in Contracts

IRS Claims. 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 the Gross-Up Payment. The Executive will give the notice as soon as practicable but no later than 10 business days after the Executive is informed in writing of the claim and will apprise the Company of the nature of the claim and the date on which such claim is requested to be paid. The Executive will not pay the claim prior to the expiration of the 30-day period following the date on which the Executive gives the notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day period that the Company desires to contest the claim, the Executive shall (i) give the Company any information reasonably requested by the Company relating to the claim, (ii) take such action in connection with contesting the claim as the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to the claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest the claim, and (iv) permit the Company to participate in any proceedings relating to such claim. 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 Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in connection with the 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 the claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will 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.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business 30 days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such claim, ; and (iv) permit the Company to participate in any proceedings relating to such claim. 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 Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in connection with the 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 the such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.

IRS Claims. The Executive shall will notify the Company SKS in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company SKS of the Gross-Up Payment. The Executive will give the notice as soon as practicable but no later than 10 business days after the Executive is informed in writing of the claim and will apprise the Company SKS of the nature of the claim and the date on which such claim is requested to be paid. The Executive will not pay the claim prior to the expiration of the 30-day period following the date on which the Executive gives the notice to the Company SKS (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If the Company SKS notifies the Executive in writing prior to the expiration of the 30-day period that the Company SKS desires to contest the claim, the Executive shall will (i) give the Company SKS any information reasonably requested by the Company SKS relating to the claim, (ii) take such all action in connection with contesting the claim as the Company SKS reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to the claim by an attorney reasonably selected by the CompanySKS, (iii) cooperate with the Company SKS in good faith in order effectively to contest the claim, and (iv) permit the Company SKS to participate in any all proceedings relating to such the claim. The Company shall SKS will bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such the contest and shall will indemnify and hold the Executive harmless, on an after-tax basis, for any all Excise Tax or and income tax (including applicable interest and penalties with respect theretopenalties) imposed as a result of such the representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 11(csection 7(c) and subject to the next two sentences, the Company shall SKS will control all proceedings taken in connection with the 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 the claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company SKS determines. If the Company SKS directs the Executive to pay the claim and xxx for a refund, the Company shall SKS will advance the amount of the payment to the Executive on an interest-free basis and shall will indemnify and hold the Executive harmless, on an after-tax basis, from any all Excise Tax and income tax (including applicable interest and penalties with respect theretopenalties) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The CompanySKS’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 section 7 and the Executive will 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.

IRS Claims. 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 the Gross-Gross Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 ten (10) business days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (ia) give the Company any information reasonably requested by the Company relating to the such claim, ; (iib) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to the Executive; (iiic) cooperate with the Company in good faith in order effectively to contest the such claim, ; and (ivd) permit the Company to participate in any proceedings relating to such claim. The ; 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-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 Section 11(c) and subject to the next two sentencesSection, the Company shall control all proceedings taken in connection with the 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 the such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the 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 determines. If shall determine; provided, however, that if the Company directs the Executive to pay the such claim and xxx sxx for a refund, the Company shall advance the amount of the such payment to the Executive Executive, on an interest-interest free basis and shall indemnify and hold the Executive harmless, on an after-after tax basis, from any Excise Tax and or income tax (including interest and or penalties with respect thereto) imposed with respect to the such advance or with respect to any imputed income with respect to the such advance. With respect to ; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as with respect to which the such contested amount is claimed to be due, the Executive may seek due is limited solely to limit the extension to the such contested amount. The Furthermore, the Company’s control of the contest will shall be limited to issues with respect to which a Gross-Gross Up Payment would be payable in accordance with this Section 11 hereunder and the Executive will shall be entitled in his sole discretion to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business thirty (30) days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such claim, ; and (iv) permit the Company to participate in any proceedings relating to such claim. 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 Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in connection with the 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 the such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.

IRS Claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service (the “IRS”) that, if successful, would require the payment by the Company of the Gross-Up Payment. The Executive will give the notice Such notification shall be given as soon as practicable but no later than 10 business thirty (30) days after the Executive is informed in writing of the such claim and will shall apprise the Company of the nature of the such claim and the date on which such claim is requested to be paid. The Executive will shall not pay the such claim prior to the expiration of the 3060-day period following the date on which the Executive gives the such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the such claim is due). If the Company notifies the Executive in writing prior to the expiration of the 30-day such period that the Company it desires to contest the such claim, the Executive shall shall: (i) give the Company any information reasonably requested by the Company relating to the such claim, ; (ii) take such action in connection with contesting the such claim as the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to the such claim by an attorney reasonably selected by the Company, Company and reasonably acceptable to Executive; (iii) cooperate with the Company in good faith in order effectively to contest the such claim, ; and (iv) permit the Company to participate in any proceedings relating to such claim. 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 Section 11(c) and subject to the next two sentences, the Company shall control all proceedings taken in connection with the 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 the such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute the such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, courts as the Company determines. If the Company directs the Executive to pay the claim and xxx for a refund, the Company shall advance the amount of the payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax and income tax (including interest and penalties with respect thereto) imposed with respect to the advance or with respect to any imputed income with respect to the advance. With respect to any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive as to which the contested amount is claimed to be due, the Executive may seek to limit the extension to the contested amount. The Company’s control of the contest will be limited to issues with respect to which a Gross-Up Payment would be payable in accordance with this Section 11 and the Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authoritydetermine.