Common use of Amount Increased or Contested Clause in Contracts

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable5.1. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by written certificate from the Company’s independent auditors and(“Company Certificate”) to the effect that, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the (A) amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (B) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s 's Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 8.5 or 6.28.6, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the his Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (1) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (2) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (3) direct the Executive pursuant to Section 6.6.4 8.10(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or Certificate, an Executive’s DeterminationDetermination or an IRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise TaxTaxes, and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 (a) The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable6.1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days . If before the deadline for a response to the IRS ("IRS Claim Deadline; provided"), however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors Company and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (xA) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (yB) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination)Payments, the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 8.5 or 6.28.6, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the his Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (1) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (2) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (3) direct the Executive pursuant to Section 6.6.4 8.10(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate Certificate, an Executive's Determination or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 (a) The Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable5.1. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days . If before the deadline for a response to the IRS (“IRS Claim Deadline; provided”), however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors Company and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (xA) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (yB) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination)Payments, the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 5.1 or 6.25.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon on a Company Certificate or Certificate, an Executive’s DeterminationGross-Up Determination or an IRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise Tax, Taxes and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 (a) The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable6. 1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable. If before the deadline for a response to the IRS ("IRS Claim Deadline"), but no later than the earlier of Company shall (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors Company and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (xA) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (yB) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination)Payments, the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or o Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 5.1 or 6.25.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon on a Company Certificate Certificate, an Executive's Gross-Up Determination or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise Tax, Taxes and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s 's Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if 18 successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, , 19 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 5.1 or 6.25.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon on a Company Certificate or Certificate, an Executive’s DeterminationGross-Up Determination or an IRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise Tax, Taxes and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable5.1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Company's independent auditors ("Company Certificate Certificate") to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable6.1. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Accountants (“Company Certificate Certificate”) to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the CompanyCompanies, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes Taxes, other taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), any of the Company Companies may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, other taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the any Company notifies the Executive in writing that the such Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the such Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the such Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the such Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the such Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the such Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the such Company may from time to time determine in its discretion. The Such Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the such Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 The (d) Such Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the any Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the such Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income Excise Tax or other applicable taxes or Excise TaxTaxes, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the such Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and other Taxes, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable9.1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Company's independent auditors ("Company Certificate Certificate") to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the (A) amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (B) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 9.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company all Williams Parties in writing (an “Executive’s a "Participant's Notice”") of any claim by the IRS ▇▇ ▇▇▇ ▇RS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable3.2. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s Williams Parties' obligations under this Article only to the extent that the Company ▇▇▇▇ ▇ ▇illiams Party is actually prejudiced by such failure. If at least one business o▇▇ ▇▇▇▇▇ess day before the IRS Claim Deadline the Company Employer shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Employer's independent auditors ("Company Certificate Certificate") to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the (A) amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (B) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the CompanyEmployer, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 3.5(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company any Williams Party may in its discretion require the Executive to pursue a claim for c▇▇▇▇ ▇▇▇ a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by Williams Party in a written notice to the Executive. 6.6.3 (c) If the Company a ▇▇▇▇▇▇▇▇ Party notifies the Executive in writing that the Company desires the Executive a Williams Party d▇▇▇▇▇▇ ▇xecutive to contest an IRS Claim or to pursue a Refund pursu▇ ▇ ▇▇▇▇nd Claim, the Executive shall: 6.6.3.1 (i) give the Company Williams Party all information that it reasonably requests in writing ▇▇ ▇▇▇▇▇ng from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company Williams Party reasonably requests in writing from time to time▇▇▇▇, including ▇▇cluding accepting legal representation with respect thereto by an attorney selected by the CompanyWilliams Party, subject to the approval of the Executive (which approval ▇▇▇▇▇▇▇l shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company Williams Party in good faith to contest such IRS Claim or pursue such p▇▇▇▇▇ ▇▇ch Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company Williams Party to participate in any proceedings relating to such IRS t▇ ▇▇▇▇ ▇RS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company Williams Party may from time to time determine in its discretion. The Company Williams Party shall control all proceedings in connection with such ▇▇▇h IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (iA) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (iiB) the Company’s Williams Party's control of the IRS Claim or Refund Claim (as applicable▇▇ ▇▇▇▇▇cable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iiiC) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 The Company (d) Any Williams Party may at any time in its discretion direct the Executive to (i▇) contest ▇▇▇test the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company a Williams Party directs the Executive to pay an IRS Claim and pursue a Refund ClaimRe▇▇▇▇ ▇▇▇im, the Company Williams Party shall advance the amount of such payment to the Executive on an interest▇▇ ▇▇ ▇nterest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company Williams Party shall pay directly all legal, accounting and other costs and co▇▇▇ ▇▇▇ expenses (including additional interest and penalties) incurred by the Company Williams Party or the Executive in connection with any IRS Claim or Refund ClaimRefu▇▇ ▇▇▇▇▇, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 5.1 or 6.25.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive Execu­tive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon on a Company Certificate or Certificate, an Executive’s DeterminationGross-Up Determination or an IRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise Tax, Taxes and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (i) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 13(a) or 6.213(b), as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the his Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article Section 13 only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (1) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (2) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (3) direct the Executive pursuant to Section 6.6.4 13(f)(iv) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (ii) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate Certificate, an Executive's Determination or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (iii) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (1) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (2) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (3) cooperate with the Company in good faith to contest such IRS Claim claim or pursue such Refund Claim, as applicable, 6.6.3.4 (4) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (5) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (iv) The Company may at any time in its discretion direct the Executive to (i1) contest the IRS Claim in any lawful manner or (ii2) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise TaxTaxes, and any related interest or penalties imposed with respect to such advance. 6.6.5 (v) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 8.5 or 6.28.6, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the his Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (1) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (2) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (3) direct the Executive pursuant to Section 6.6.4 8.10(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate Certificate, an Executive's Determination or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Taxes, Excise TaxTaxes, and any related interest or penalties imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxesTaxes, Excise Tax Taxes and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable5.1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Company's independent auditors ("Company Certificate Certificate") to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the (A) amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (B) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable5.1. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive's Notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Company's independent auditors ("Company Certificate Certificate") to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to difference -29- 35 between the positive difference between product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 5.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 (d) The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 (a) The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s 's Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“a "Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 (c) If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 , (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company all ▇▇▇▇▇▇▇▇ Parties in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable3.2. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s ▇▇▇▇▇▇▇▇ Parties’ obligations under this Article only to the extent that the Company a ▇▇▇▇▇▇▇▇ Party is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company Employer shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Employer’s independent auditors (“Company Certificate Certificate”) to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the (A) amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (B) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the CompanyEmployer, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 3.5(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes, other Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), the Company any ▇▇▇▇▇▇▇▇ Party may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, other Taxes, interest or penalties as may be specified by the Company may specify by ▇▇▇▇▇▇▇▇ Party in a written notice to the Executive. 6.6.3 (c) If the Company a ▇▇▇▇▇▇▇▇ Party notifies the Executive in writing that the Company a ▇▇▇▇▇▇▇▇ Party desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the Company ▇▇▇▇▇▇▇▇ Party all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company ▇▇▇▇▇▇▇▇ Party reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company▇▇▇▇▇▇▇▇ Party, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the Company ▇▇▇▇▇▇▇▇ Party in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the Company ▇▇▇▇▇▇▇▇ Party to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company ▇▇▇▇▇▇▇▇ Party may from time to time determine in its discretion. The Company ▇▇▇▇▇▇▇▇ Party shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (iA) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (iiB) the Company▇▇▇▇▇▇▇▇ Party’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iiiC) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 The Company (d) Any ▇▇▇▇▇▇▇▇ Party may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company a ▇▇▇▇▇▇▇▇ Party directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company ▇▇▇▇▇▇▇▇ Party shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income or other applicable taxes or Excise Taxtax, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company ▇▇▇▇▇▇▇▇ Party shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company ▇▇▇▇▇▇▇▇ Party or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and or income tax, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses. Any payment or reimbursement of any expenses incurred by Executive in connection with any IRS Claim or Refund Claim to which Executive may be entitled pursuant to this Section 3.5 shall be paid or reimbursed as soon as practicable after presentation of Executive’s written request for reimbursement accompanied by evidence that such costs or expenses were incurred. In any event, any Gross-Up Payment will be made no later than the last day of the calendar year next following the calendar year in which Executive remits the related taxes, and any required reimbursement of expenses incurred due to a tax audit or litigation addressing the existence or amount of a tax liability will be made by the end of the calendar year next following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or where as a result of such audit or litigation no taxes are remitted, the end of the calendar year next following the calendar year in which such audit is completed or there is a final and nonappealable settlement or other resolution of the litigation. Notwithstanding the foregoing, such payments will be subject to six months’ delay following Executive’s Separation from Service if such delay would be required by Code Section 409A, in order to avoid adverse consequences under Code Section 409A, based upon the assumption that Executive is a key employee as defined in Code Section 409A(a)(2)(B)(i).

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s 's Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s 's Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“"Refund Claim”") of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s 's control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s failure to give such notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 direct the Executive pursuant to Section 6.6.4 to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, , 18 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 The (a) Executive shall notify the Company in writing (an “Executive’s Notice”) of any claim by the IRS or other taxing authority (an “IRS Claim”) that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable6.1. Such Executive’s Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “IRS Claim Deadline”), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before the IRS Claim Deadline; provided, however, that the Executive’s any failure to give such notice Executive’s Notice shall affect the Company’s obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a written certificate from the Accountants (“Company Certificate Certificate”) to the effect that the IRS Claim has been reviewed by the Company’s independent auditors andthat, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and or penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to Executive, or to the Executive IRS as required by applicable law, an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between the product of (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by (y) the Gross-up Up Multiple, and (y) less the portion of such product, if any, previously paid to the Executive by the CompanyCompanies, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.4(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 business days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 (b) At any time after the payment by the Executive of any amount of Excise Taxes Taxes, other taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not including any such amount was based upon a equal to or less than the amount of such Excise Taxes specified in any Company Certificate Certificate, or an Executive’s DeterminationIRS Claim), any of the Company Companies may in its discretion require the Executive to pursue a claim for a refund (a “Refund Claim”) of all or any portion of such Excise Taxes, other taxes, interest or penalties as may be specified by the Company may specify by in a written notice to the Executive. 6.6.3 (c) If the any Company notifies the Executive in writing that the such Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 (i) give the such Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 (ii) take such action in connection with such IRS Claim or Refund Claim (as applicable) as the such Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the such Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 (iii) cooperate with the such Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 (iv) permit the such Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 (v) contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the such Company may from time to time determine in its discretion. The Such Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS Internal Revenue Service or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the such Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority. 6.6.4 The (d) Such Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the any Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the such Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income Excise Tax or other applicable taxes or Excise TaxTaxes, and any including related interest or penalties penalties, imposed with respect to such advance. 6.6.5 (e) The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the such Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and other Taxes, including related interest and penalties penalties, imposed on the Executive as a result of such payment of costs and expenses.

Amount Increased or Contested. 6.6.1 (a) The Executive shall notify the Company in writing (an “"Executive’s 's Notice”") of any claim by the IRS or other taxing authority (an “"IRS Claim”") that, if successful, would require the payment by the Executive of Excise Taxes in respect of Potential Parachute Payments in an amount in excess of the amount of such Excise Taxes determined in accordance with Section 6.1 or 6.2, as applicable. Such Executive’s 's Notice shall include the nature and amount of such IRS Claim, the date on which such IRS Claim is due to be paid (the “"IRS Claim Deadline”"), and a copy of all notices and other documents or correspondence received by the Executive in respect of such IRS Claim. The Executive shall give the Executive’s 's Notice as soon as practicable, but no later than the earlier of (i) 10 business days after the Executive first obtains actual knowledge of such IRS Claim or (ii) five business days before after the IRS Claim Deadline; provided, however, that the Executive’s 's failure to give such notice shall affect the Company’s 's obligations under this Article only to the extent that the Company is actually prejudiced by such failure. If at least one business day before the IRS Claim Deadline the Company shall: 6.6.1.1 (i) deliver to the Executive a Company Certificate to the effect that the IRS Claim has been reviewed by the Company’s 's independent auditors and, notwithstanding the IRS Claim, the amount of Excise Taxes, interest and penalties payable by the Executive is either zero or an amount less than the amount specified in the IRS Claim, 6.6.1.2 (ii) pay to the Executive an amount (which shall also be deemed a Gross-up Up Payment) equal to the positive difference between (x) the product of the amount of Excise Taxes, interest and penalties specified in the Company Certificate, if any, multiplied by the Gross-up Up Multiple, and (y) the portion of such product, if any, previously paid to the Executive by the Company, and 6.6.1.3 (iii) direct the Executive pursuant to Section 6.6.4 6.6(d) to contest the balance of the IRS Claim, then the Executive shall pay only the amount, if any, of Excise Taxes, interest and penalties specified in the Company Certificate. In no event shall the Executive pay an IRS Claim earlier than 30 days after having given an Executive’s Notice to the Company (or, if sooner, the IRS Claim Deadline). 6.6.2 At any time after the payment by the Executive of any amount of Excise Taxes or related interest or penalties in respect of Potential Parachute Payments (whether or not such amount was based upon a Company Certificate or an Executive’s Determination), the Company may in its discretion require the Executive to pursue a claim for a refund (“Refund Claim”) of all or any portion of such Excise Taxes, interest or penalties as the Company may specify by written notice to the Executive. 6.6.3 If the Company notifies the Executive in writing that the Company desires the Executive to contest an IRS Claim or to pursue a Refund Claim, the Executive shall: 6.6.3.1 give the Company all information that it reasonably requests in writing from time to time relating to such IRS Claim or Refund Claim, as applicable, 6.6.3.2 take such action in connection with such IRS Claim or Refund Claim (as applicable) as the Company reasonably requests in writing from time to time, including accepting legal representation with respect thereto by an attorney selected by the Company, subject to the approval of the Executive (which approval shall not be unreasonably withheld or delayed), 6.6.3.3 cooperate with the Company in good faith to contest such IRS Claim or pursue such Refund Claim, as applicable, 6.6.3.4 permit the Company to participate in any proceedings relating to such IRS Claim or Refund Claim, as applicable, and 6.6.3.5 contest such IRS Claim or prosecute such Refund Claim (as applicable) to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company may from time to time determine in its discretion. The Company shall control all proceedings in connection with such IRS Claim or Refund Claim (as applicable) and in its discretion may cause the Executive to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the IRS or other taxing authority in respect of such IRS Claim or Refund Claim (as applicable); provided that (i) any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive relating to the IRS Claim is limited solely to such IRS Claim, (ii) the Company’s control of the IRS Claim or Refund Claim (as applicable) shall be limited to issues with respect to which a Gross-up Payment would be payable, and (iii) the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. 6.6.4 The Company may at any time in its discretion direct the Executive to (i) contest the IRS Claim in any lawful manner or (ii) pay the amount specified in an IRS Claim and pursue a Refund Claim; provided, however, that if the Company directs the Executive to pay an IRS Claim and pursue a Refund Claim, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes or Excise Tax, and any related interest or penalties imposed with respect to such advance. 6.6.5 The Company shall pay directly all legal, accounting and other costs and expenses (including additional interest and penalties) incurred by the Company or the Executive in connection with any IRS Claim or Refund Claim, as applicable, and shall indemnify the Executive, on an after-tax basis, for any income or other applicable taxes, Excise Tax and related interest and penalties imposed on the Executive as a result of such payment of costs and expenses.