Common use of Overall Indemnity Clause in Contracts

Overall Indemnity. The parties intend that the payments in the nature of compensation to be made by CBI to Executive under this Agreement shall be reasonable compensation for personal services to be rendered on or after the date of the Change in Control, including payments to an individual as damages for breach of contract, within the meaning of Section 280G(b)(4)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that notwithstanding the previous sentence any excise tax under Section 4999 of the Code is imposed on Executive as a direct or indirect result of payments made by CBI or its affiliates, whether or not such payments are made pursuant to this Agreement, CBI shall pay Executive an amount or, from time to time, amounts, equal to (i) the sum of all excise taxes imposed on Executive in respect of such payments, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such excise tax, plus (iii) all income and excise taxes imposed on Executive under the laws of any United States Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). CBI's obligation to pay such amounts to Executive pursuant to this Section 7 shall continue for the period specified in Section 6501 of the Code during which a tax may be assessed under Section 4999 of the Code (including any extensions of such period provided under Section 6503(a)(1) of the Code or requested by the Internal Revenue Service in connection with an audit of one or more of Executive's tax returns). If the Internal Revenue Service makes a claim against Executive which, if successful, would require CBI to make a payment under this Section 7, Executive agrees to contest the claim on request of CBI subject to the following conditions:

Overall Indemnity. The parties intend that the payments in the nature of compensation to be made by CBI to Executive under this Agreement shall be reasonable compensation for personal services to be rendered on or after the date of the Change in Control, including payments to an individual as damages for breach of contract, within the meaning of Section 280G(b)(4)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that notwithstanding the previous sentence any excise tax under Section 4999 of the Code is imposed on Executive as a direct or indirect result of payments made by CBI or its affiliates, whether or not such payments are made pursuant to this Agreement, CBI shall pay Executive an amount or, from time to time, amounts, equal to (i) the sum of all excise taxes imposed on Executive in respect of such payments, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such excise tax, plus (iii) all income and excise taxes imposed on Executive under the laws of any United States Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). CBI's obligation to pay such amounts to Executive pursuant to this Section 7 shall continue for the period specified in Section 6501 of the Code during which a tax may be assessed under Section 4999 of the Code (including any extensions of such period provided under Section 6503(a)(1) of the Code or requested by the Internal Revenue Service in connection with an audit of one or more of Executive's tax returns). If the Internal Revenue Service makes a claim against Executive which, if successful, would require CBI to make a payment under this Section 7, Executive agrees to contest the claim on request of CBI subject to the following conditions:

Overall Indemnity. The parties intend that the payments in the nature of compensation to be made by CBI to Executive under this this. Agreement shall be reasonable compensation for personal services to be rendered on or after the date of the Change in Control, including payments to an individual as damages for breach of contract, within the meaning of Section 280G(b)(4)(A) of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that notwithstanding the previous sentence any excise tax under Section 4999 of the Code is imposed on Executive as a direct or indirect result of payments made by CBI or its affiliates, whether or not such payments are made pursuant to this Agreement, CBI shall pay Executive an amount or, from time to time, amounts, equal to (i) the sum of all excise taxes imposed on Executive in respect of such payments, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such excise tax, plus (iii) all income and excise taxes imposed on Executive under the laws of any United States Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). CBI's obligation to pay such amounts to Executive pursuant to this Section 7 shall continue for the period specified in Section 6501 of the Code during which a tax may be assessed under Section 4999 of the Code (including any extensions of such period provided under Section 6503(a)(16503(a)(i) of the Code or requested by the Internal Revenue Service in connection with an audit of one or more of Executive's tax returns). If the Internal Revenue Service makes a claim against Executive which, if successful, would require CBI to make a payment under this Section 7, Executive agrees to contest the claim on request of CBI subject to the following conditions: