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:
Tax Controversy. (a) The Estates shall have the right, but not the obligation, to exclusively represent the interests of the Company and/or its Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for all periods ending on or prior to the Closing Date. Buyer agrees that it will cooperate fully, and shall cause the Company and/or its Subsidiaries to cooperate fully, with the Estates and their counsel in the defense against or compromise of any claim in any such proceeding.
Tax Controversy. (a) The Buyer Tax Indemnified Parties will promptly notify Sellers in writing (a “Tax Claim Notice”) upon the discovery of any matter that may give rise to a claim for indemnity against a Sellers pursuant to Section 7.1(a) for which the Buyer Tax Indemnified Parties intend to seek indemnity pursuant to this Article VII (a “Tax Claim”); provided, however, that failure to comply with this clause shall affect Sellers’ indemnification obligation hereunder only to the extent that Sellers’ ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer Tax Indemnified Parties seek indemnification for Taxes relating to such claim, and the basis thereof.
Tax Controversy. After the Closing, each of Purchaser, the Acquired Companies and the Seller shall promptly notify each of the other parties in writing upon receipt of any written notice of any pending or threatened Tax proceeding or similar claim relating to Taxes of any Acquired Company (“Tax Claim”) for which the Seller could be liable pursuant to this Agreement; provided, however, that the failure to so notify shall not relieve the Seller of any liability hereunder except to the extent the Seller is actually and materially prejudiced thereby. The Seller shall have the sole right to employ counsel of its choice at its expense and to control the defense of all such Tax Claims for which the Seller is liable under this Agreement for the full amount of Tax payable with respect to such claim or proceeding (a “Seller’s Tax Contest Claim”) and shall bear the full cost of pursuing any such claim; provided, however, that Purchaser shall be entitled to participate in the defense of such Tax Claim, at its expense, with counsel of its choosing and the Seller shall not agree to the settlement of any such Tax Claim or proceeding that would have an adverse effect on any Acquired Company without Purchaser’s consent, which will not be unreasonably withheld, conditioned or delayed. None of Purchaser, the Acquired Companies and their respective Subsidiaries and Affiliates will agree to any settlement of any such Tax Claim without the prior written consent of the Seller, which will not be unreasonably withheld, conditioned or delayed. Purchaser shall, at the Seller’s expense, make available or shall cause the applicable Acquired Company to make available to the Seller any and all books and records of such Acquired Company and other documents reasonably requested by the Seller and shall make available employees of such Acquired Company to enable the Seller to defend any Seller’s Tax Contest Claim and shall cooperate with the Seller in defense of such
Tax Controversy. The Purchaser shall notify the Seller in writing promptly upon learning of any audit, inquiry, examination or administrative or judicial proceeding (a “Tax Controversy”) that could result in a determination of Tax liability for which Seller may have an indemnification obligation hereunder. The Seller shall notify the Purchaser in writing promptly upon learning of any Tax Controversy regarding Taxes related to the Company or any of its Subsidiaries. The failure to promptly provide notice shall not relieve the party to which such notice was not promptly provided of any liability it may have hereunder, except to the extent that the party to which such notice was not promptly provided demonstrates actual prejudice as a result of such failure.
Tax Controversy. 62 Section 8.4. Tax Cooperation.......................................63 Section 8.5. Transfer Taxes........................................64 Section 8.6. Miscellaneous.........................................64
Tax Controversy. (a) The Sellers or Buyer (the "Tax Indemnified Party"), as the case may be, will notify the other party (the "Tax Indemnifying Party") in writing within 30 days (a "Tax Claim Notice") of its discovery of any matter that may give rise to a claim for indemnity against a Tax Indemnified Party pursuant to Section 8.1(a) for which the Buyer Tax Indemnified Parties intend to seek indemnity pursuant to this Article VIII (a "Tax Claim"); provided, that the failure to provide such notice shall not prejudice the Tax Indemnified Party's right to indemnification hereunder except to the extent that the Tax Indemnifying Party is actually adversely and materially prejudiced thereby. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer seeks indemnification for Taxes relating to such claim and the basis thereof.
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.
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...
