Underpayment and Overpayment Sample Clauses

Underpayment and Overpayment. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that Gross-Up Payments that should have been made will not have been made by the Bank or First Financial Corporation ("Underpayment"), or that Gross-Up Payments will be made that should not have been made by the Bank or First Financial Corporation ("Overpayment"). If, after a Determination by the Accounting Firm, the Employee is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with any interest and penalties imposed by the Internal Revenue Service shall be paid promptly by the Bank or First Financial Corporation to or for the benefit of the Employee. If the amount of the Gross-Up Payments exceeds the amount necessary to reimburse the Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment shall be repaid promptly by the Employee. Provided that his expenses are reimbursed by the Bank or First Financial Corporation, the Employee shall cooperate with any reasonable requests by the Bank or First Financial Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 1.2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to the Company the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to the Company. The Executive shall make such payment to the Company as soon as administratively practicable after the Company notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid.

Underpayment and Overpayment. After review of the auditor’s report: (i) if there is an uncontested underpayment by the audited Party for the period in question, then the audited Party shall pay to the other Party the full amount of that uncontested underpayment, and (ii) if there is an uncontested overpayment by the audited Party for the period in question, then the other Party shall provide to the audited Party a credit against future payments (such credit equal to the full amount of that overpayment), or, if the audited Party is not obligated to make any future payments, then the other Party shall pay to the audited Party the full amount of that overpayment. Contested amounts are subject to dispute resolution under Article 13. If the total amount of any underpayment (as agreed to by the audited Party or as determined under Article 13) exceeds [*****] of the amount previously paid by the audited Party for the period subject to audit (as long as that period is at least [*****] consecutive calendar quarters), then the audited Party shall pay the reasonable costs for the audit.

Underpayment and Overpayment. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event the amount of the Gross-Up Payment is less than the amount necessary to reimburse you for your Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefit. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse you for your Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by you to or for the benefit of the Company immediately after it is refunded to you by the Internal Revenue Service. You shall cooperate, to the extent your expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Underpayment and Overpayment. Section 1. When the Employer determines that an employee has been overpaid, it shall notify the employee of this fact and the reasons therefor. If the Employer believes that an overpayment has been made, the Employer shall give the employee a thirty (30) day period of notice before recouping any funds from the employee. The Employer shall arrange to recover such overpayment from the employee over the same period of time in which the employee was overpaid unless the Employer and employee agree to some other arrangement. (For example, an employee who has been overpaid by $5.00 per pay period for six months shall refund the Employer at the rate of $5.00 per pay period over six months.) The Employer will give due consideration to claims of hardship. Section 2. In the event the employee contests whether he/she was actually overpaid, the Employer shall not institute the above refund procedures until the appeal is finally resolved through the grievance procedure. This section shall not apply in instances where the appeal process cannot be completed prior to the employee's termination from State service. In such event, the employer may withhold from any payment due sufficient funds to cover the alleged outstanding liability, pending final resolution of appeal. Section 3. In the event that an employee is underpaid, the employer shall arrange to make the employee whole for such underpayment in the next biweekly paycheck. The Employer and the employee may agree to some other arrangement.

Underpayment and Overpayment. After review of the independent accountant's audit report and, if applicable, resolution of any dispute concerning the determinations in such report as provided in Section 2.8(d) above: (i) if there is an underpayment by Purchaser for the period in question, then Purchaser shall pay Seller the full amount of that underpayment, and (ii) if there is *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. an overpayment by Purchaser for the period in question, then Seller shall provide to Purchaser a credit against future payments (such credit equal to the full amount of that overpayment), or, if Purchaser is not obligated to make any future payments to Seller, then Seller shall pay to Purchaser the full amount of that overpayment. Any payments due under this Section 2.8 shall be paid within [***] after the [***] of the date that the final audit report is provided to Seller and Purchaser or, if applicable, resolution of any dispute concerning the determinations in such report, and any underpayments or overpayments due to either Party shall include interest at the rate provided in Section 2.9(b). Seller shall pay all costs and expenses of each audit under this Section 2.8; provided, however, that if the total amount of any underpayment exceeds [***] percent ([***]%) of the amount previously paid by Purchaser for the period subject to audit (as long as that period is at least four (4) consecutive quarters), then Purchaser shall pay all costs and expenses of the audit.

Underpayment and Overpayment. After review of the auditor’s report: (i) if there is an uncontested underpayment by Denali for the period in question, then Denali shall pay to Genentech the full amount of that uncontested underpayment, and (ii) if there is an uncontested overpayment by Denali for the period in question, then Genentech shall provide to Denali a credit against future payments (such credit equal to the full amount of that overpayment), or, if either (a) Denali is not obligated to make any future payments, or (b) the anticipated future payments by Denali could reasonably be less than the overpayment, then Genentech shall pay to Denali the full amount of that overpayment. Contested amounts are subject to dispute resolution under Article 11. If the total amount of any underpayment (as agreed to by Denali or as determined under Article 11) exceeds [***] of the amount previously paid by Denali for the period subject to audit, then Denali shall pay the reasonable costs for the audit. The full amount of any underpayment by Denali determined to be payable to Genentech pursuant to this Section 5.4.5 shall accrue interest calculated in accordance with Section 5.3.4.

Underpayment and Overpayment. 15.1 The following process will apply once the issue of underpayment or overpayment is substantiated. 15.2 If the amount underpaid is equal to or greater than one (1) day’s Salary for the Employee, the underpayment will be rectified within three (3) working days. 15.3 If the amount underpaid is less than one (1) day’s Salary it will be rectified by no later than the next normal pay. However if the Employee can demonstrate that rectification in this manner would result in undue hardship every effort will be made by the Employer to rectify the underpayment within three (3) working days.

Underpayment and Overpayment. It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should have been made, or that a Gross-Up Payment will initially be made in an amount that is less than what should have been made (either of such events is referred to as an “Underpayment”). It is also possible that a Gross-Up Payment will initially be made in an amount that is greater than what should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment shall be made by the Accounting Firm in accordance with Section 2. In the event of an Underpayment, the amount of any such Underpayment shall be paid to the Executive as an additional Gross-Up Payment. In the event of an Overpayment, the Executive shall promptly pay to Wendy’s the amount of such Overpayment together with interest on such amount at the applicable Federal rate provided for in Section 1274(d) of the Code for the period commencing on the date of the Overpayment to the date of such payment by the Executive to Wendy’s. The Executive shall make such payment to Wendy’s as soon as administratively practicable after Wendy’s notifies the Executive of (a) the Accounting Firm’s determination that an Overpayment was made and (b) the amount to be repaid. The Executive has certain personal investments as set forth below. 1. On or prior to the 30th calendar day following the commencement of the Period of Employment, the Executive will resign from his position as president of the company listed in section 1 of the Disclosure Letter delivered by the Executive to the Company as of the date hereof (the “Disclosure Letter”). The Executive may remain on the board of directors during the Period of Employment. Following the first 30 calendar days of the Period of Employment, the Executive will not become involved in the day to day operations of this company, whether as an employee, consultant or otherwise. It is acknowledged that the Executive may from time to time provide informal strategic advice to the company, solely for so long as the Executive owns in excess of 5% of the company or remains on the board. 2. The Executive shall completely dispose (by sale or otherwise) of his investment in the companies listed in Section 2 of the Disclosure Letter during the 90 calendar day period commencing with the Period of Employment (the “Disposition”). During such 90 day period, the Executive will not become involved in the day to day operations of these companies, whether as an employee, consult...