Contested Payments Sample Clauses
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Contested Payments. The Parties agree that, based upon the facts presently known to them, they believe no Excise Tax is payable by the Executive based on this Agreement or any other Company Arrangement. 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 a Gross-Up Payment. Such notification shall be given as soon as practicable but not later than 20 business days after the Executive knows 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 30-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:
(a) give the Company any information reasonably requested by the Company relating to such claim;
(b) 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;
(c) cooperate with the Company in good faith in order effectively to contest such claim; and
(d) 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 Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo 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 ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determina...
Contested Payments. If a Party, acting in good faith, contests all or any part of any payment calculated in accordance with this clause 7 (Prices and Payment):
Contested Payments. The determination whether any Contested Payment is ------------------ or should be rescinded, returned, assigned, or reconveyed shall be made by Agent and Lenders in their sole discretion, provided, that if Agent and Lenders choose -------- not to contest any such rescission, return, assignment, or reconveyance, Agent shall so notify Borrower in writing and any guarantor of the Obligations (but only such obligors as are not then a debtor under any case under the Bankruptcy Code) and such obligor may, in its sole discretion, accept tender of defense of such rescission, return, assignment, or reconveyance, upon the following terms and conditions:
(i) within thirty (30) days after receipt of such notice from Agent, the obligor shall notify Agent in writing of acceptance of tender of defense of such rescission, return, assignment, or reconveyance (upon such notice to Agent, the obligor shall become a "Contesting Obligor");
(ii) the Contesting Obligor shall, at its own cost, expense, and risk, institute and diligently prosecute any legal action or proceeding as may be necessary to contest such rescission, return, assignment, or reconveyance, and shall pay and or satisfy any money judgment that may be entered against Agent or Lenders in connection therewith;
(iii) the Contesting Obligor shall indemnify and hold Agent and Lenders harmless from and against all costs and expenses, including reasonable fees and expenses of attorneys, accountants, appraisers, and other professionals which are expended or incurred by Agent in connection with such contest, including in any litigation with respect thereto; and
(iv) the Contesting Obligor shall provide Agent with adequate assurance of its financial and legal ability to perform under this Section 13.18(b). If no obligor timely accepts tender of defense as a Contesting Obligor, or upon the failure of any of the other terms and conditions set forth above, Agent and Lenders may, in their sole discretion, rescind, return, assign, or reconvey such Contested Payment. Any rescission, return, assignment, or reconveyance by Agent or Lenders whether or not in connection with any action, proceeding, settlement, or determination pursuant to this Section 13.18(b) shall cause the Obligations to be revived as provided by Section 13.18(a).
Contested Payments. The Customer reserves the right, in good faith, to contest the whole or a segment of an invoice before its due date. Keepnet Labs LTD will not impose interest on contested amounts given that the Customer provides written notice, prior to the due date, explaining the specific nature of the dispute and remits any uncontested amount by the due date. If the Customer fails to provide such notice, Keepnet Labs LTD has the right to impose interest as described above. If Keepnet Labs LTD and the Customer cannot resolve the dispute, the parties agree to submit the dispute to arbitration, and the prevailing party will be eligible to recover its reasonable costs and expenses, including reasonable attorney's fees.