Common use of Contest Clause in Contracts

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible ma▇▇▇r. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (cparagraph 4(c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax tax, interest and penalties claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. The manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance, on an interest-free basis, the amount of such payment to the Executive together with any Excise Tax and income taxes imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1A) give Give the Company any information reasonably requested by the Company relating to such claim; (2B) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3C) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4D) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Section 409A Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 7, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest contest, as directed by the Company, to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Section 409A Tax or Income Taxes (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up Section 409A Tax Adjustment Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Section 409A Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to provisions of this Section 67(e).

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) 10 business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (cparagraph 3(c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the IRS claim, that it desires to contest such claim, the Employee Executive shall: (1i.) give Give the Company any information reasonably requested by the Company relating to such claim; (2ii.) take Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to timetime including, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii.) cooperate Cooperate with the Company in good faith in order to effectively contest such claim; and (4iv.) permit Permit the Company to participate in any proceedings relating to such claim if the Company elects not to assume and control the defense of such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold harmless the Executive harmlessExecutive, on an after-tax basis, for any Excise Tax or income tax, and Income Taxes (including interest and penalties with respect thereto, ) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 10, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest. At its sole option, the Company in which case it may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim claim, and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest contest, as directed by the Company, to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; and provided further, provided however, that (A) if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance and (B) any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes tax for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s rights to assume the control of the contest shall be limited to issues with respect to which a Gross-Up an Excise Tax Adjustment Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service IRS or any other taxing authority. FurthermoreTo the extent that the contest of the IRS claim is successful, the Company agrees Excise Tax Adjustment Payment related to hold the element of compensation and/or benefit that was the subject of the claim shall be recalculated in confidence and not to disclose, without accordance with the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this provisions of Section 610(a).

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) 10 business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing waiting from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 65.7.

Contest. The Executive shall notify the Company and Best Buy in writing of any claim made by the Internal Revenue Service that if successful, would require the Company or Best Buy to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company and Best Buy of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company and Best Buy (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company or Best Buy notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company and Best Buy any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company or Best Buy shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company or Best Buy and reasonably acceptable to the Executive; (3) cooperate with the Company and Best Buy in good faith in order to effectively contest such claim; and (4) permit the Company or Best Buy to participate in any proceedings relating to such claim, provided that the Company or Best Buy shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), the Company or Best Buy shall control all proceedings taken in connection with such contest. At its sole option, the Company or Best Buy may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company or Best Buy shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's or Best Buy's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees and Best Buy agree to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company or Best Buy obtains pursuant to this Section 64.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall: (1a) give the Company any information reasonably requested by the Company relating to such claim; (2b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3c) cooperate with the Company in good faith in order to effectively contest such claim; and (4d) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 3.3, the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. The manner. Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive C▇▇▇▇▇ shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than sixty (60) business days after C▇▇▇▇▇ knows of such claim, but in no event later than ten (10) business days in prior to the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and Internal Revenue Service response due date, at which time C▇▇▇▇▇ shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive C▇▇▇▇▇ shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive C▇▇▇▇▇ in writing prior to the expiration of such period that it desires to contest such claim, the Employee C▇▇▇▇▇ shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the ExecutiveC▇▇▇▇▇; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive C▇▇▇▇▇ harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph paragraph (c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive C▇▇▇▇▇ to pay the tax tax, interest and penalties claimed and sue s▇▇ for a refund or contest the claim in any permissible mamanner, and C▇▇▇r. The Executive ▇▇ agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs C▇▇▇▇▇ to pay such claim and s▇▇ for a refund, the Company shall advance, on an interest-free basis, the amount of such payment to C▇▇▇▇▇ together with any Excise Tax and income taxes imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive C▇▇▇▇▇ with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, hereunder and the Executive C▇▇▇▇▇ shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee Executive shall: (1a) give the Company any information reasonably requested by the Company relating to such claim; (2b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected, and paid, by the Company and reasonably acceptable to the Executive; (3c) cooperate with the Company in good faith in order to effectively contest such claim; and (4d) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c)Section 3.3, the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. The manner. Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that if the Company directs Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance, and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1) give the Company any information reasonably requested by the Company relating to such claim; (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected by the Company and reasonably acceptable to the Executive; (3) cooperate with the Company in good faith in order to effectively contest such claim; and (4) permit the Company to participate in any proceedings relating to such claim, provided that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' ’ legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (c), the Company shall control all proceedings taken in connection with such contest. At its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. manner. The Executive agrees to prosecute such contest to a determination before any Change in Control Agreement administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine, provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's ’s prior written consent, any information with regard to Executive's ’s tax position which the Company obtains pursuant to this Section 6.

Contest. The Executive shall notify the Company in writing of any claim made by the Internal Revenue Service that that, if successful, would require the Company to pay a Gross-Up Payment. Such notification shall be given as soon as practicable but in no event later than ten (10) business days in the case of an assessment and twenty (20) business days in all other cases after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (1i) give the Company any information reasonably requested by the Company relating to such claim; (2ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, without limitation, accepting legal representation with respect to such claim by an attorney elected selected by the Company and reasonably acceptable to the Executive; (3iii) cooperate with the Company in good faith in order effectively to effectively contest such claim; and; (4iv) permit the Company to participate in any proceedings relating to such claim; provided, provided however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest including, upon request, advancing Executives' legal and administrative costs associated with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this subparagraph (cparagraph 3(c), the Company shall control all proceedings taken in connection with such contest. At contest and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may may, at its sole option, either direct the Executive to pay the tax claimed and sue ▇▇▇ for a refund or contest the claim in any permissible ma▇▇▇r. The manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations Amended and Restated Change in Control Agreement relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Furthermore, the Company's ’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. Furthermore, the Company agrees to hold in confidence and not to disclose, without the Executive's prior written consent, any information with regard to Executive's tax position which the Company obtains pursuant to this Section 6.