Underpayments and Overpayments Sample Clauses

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made (“Underpayments”) or that Gross-Up Payments will have been made by the Company which should not have been made (“Overpayments”). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the Executive’s benefit. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive has retained or has received as a refund or has received the benefit of from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s repaying to the Company an amount which is less than the Overpayment. Anything herein to the contrary notwithstanding, in the event of a final determination as to the liability for the Excise Tax applicable to the Total Payments such determination shall be the basis for determining whether there have been Underpayments or Overpayments pursuant to this Section 3.6. For this purpose, a final determination shall mean a final agreement reached with the Internal Revenue Service or a final determination by a court with jurisdiction from which there is no appeal, in either case, concluded in accordance with the provisions of this Paragraph (c).

Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

Underpayments and Overpayments. Each employee is encouraged to review the annual salary placement and to examine all pay warrants carefully. If an incorrect salary placement has been made or an individual pay warrant is in error, this information must be brought to the attention of the district immediately. Overpayments and underpayments are not subject to the accumulation of earned interest. If an incorrect salary placement or warrant results in an underpayment, the district will issue a supplementary warrant for the total amount due as soon as possible. Board of Education By-Laws limit the time period for submitting claims due to underpayment of wages to one year from the date the underpayment began. If the incorrect placement or warrant results in an overpayment, the district is required to recover the total amount overpaid. The recovery schedule will include consideration to both the district and the employee.

Underpayments and Overpayments. As a result of uncertainty in the application of section 4999 of the Code at the time of initial determination by the Accountants hereunder, it is possible that Excise Tax Restoration Payments not made by the Company should have been made ("Underpayments") or that Excise Tax Restoration Payments will have been made by the Company which should not have been made ("Overpayments"). In either event, the Accountants shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company and otherwise reasonably cooperate with the Company to correct such Overpayment; PROVIDED, HOWEVER, that (i) the Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Employee has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this agreement, which is to make the Employee whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee's repaying to the Company an amount which is less than the Overpayment.

Underpayments and Overpayments. If an audit conducted pursuant to Section 7.10 reveals that additional royalties were due to MSRx under this Agreement, then Galena shall pay to MSRx the additional royalties within ten (10) days of the date Galena receives written notice of such underpayment, together with interest thereon from the date such royalty payments were due in the first instance at the rate equal to [***] percent ([***]%) per month or at the highest rate permitted by New Jersey law, whichever is less. If an audit conducted pursuant to Section 7.10 reveals that MSRx was paid royalties in excess of those royalties due to MSRx under this Agreement, then Galena shall deduct such amount from the next royalty payment due MSRx under this Agreement.

Underpayments and Overpayments. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Corporation should have been made (“Underpayments”). IN either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Corporation to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Corporation, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Corporation and otherwise reasonable cooperate with the Corporation to correct such Overpayment; provided, however, that (i) the Executive shall in no event be obligated to return to the Corporation an amount greater that the net after-tax portion of the Overpayment that the Executive has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section 6, which is to make the Executive whole, on an after-tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive’s repaying to the Corporation an amount which is less than the Overpayment.

Underpayments and Overpayments. If an audit conducted pursuant to 3.10 reveals that any additional royalty payments were due to Licensor under this Agreement, then Licensee shall pay to Licensor such additional royalty payments within thirty (30) days of the date Licensee receives written notice of such underpayment from Licensor. If an audit conducted pursuant to Section 3.10 reveals that Licensor was paid royalties in excess of those royalties due to Licensor under this Agreement, then Licensee shall, at its election, be entitled to: (a) a refund of such amount within thirty (30) days of the date Licensor receives written notice of such overpayment from Licensee; or (b) deduct such amount from the next royalty payment due Licensor under this Agreement.

Underpayments and Overpayments. 32.1 An underpayment to a staff member will be corrected and full payment made to the staff member as soon as possible but no later than the pay day of the next pay period following notification by the staff member to the University. 32.2 The University will advise and consult with a staff member when an overpayment has been identified. The University will inform the staff member of the amount of the overpayment and will write to the affected staff member about the options available for repayment. The timeline for repayment shall be of reasonable length, having regard to the extent of the overpayment. The staff member and the University will negotiate in good faith with the aim of reaching an agreed repayment arrangement, after which the University may deduct the overpayment from the staff member’s salary or termination payments in accordance with the agreed repayment arrangement. If such an agreement cannot be reached then the procedures of the Dispute Settling Procedures under Clause 66 of this Agreement will be applied to achieve an outcome that allows the University to recover the overpayment, after which the University may deduct any overpayment from the staff member’s salary or termination payments accordingly.

Underpayments and Overpayments. ‌ (a) If either party discovers at any time any underpayment or overpayment by the other of any amount under this agreement, the discovering party must give notice to the other party of that underpayment or overpayment and, subject to clause 4.3(b), ASX Settlement must credit or debit an appropriate amount against the next payment to be made by the Listing Market Operator under the terms of this agreement and if no payment is due, ASX Settlement or the Listing Market Operator (as the case may be) must make the payment to the other party within 20 Business Days of the date of the notice. (b) If a party disputes the notice given by the discovering party under 4.3(a) then the dispute must be resolved under clause 13 and, upon resolution ASX Settlement must (if required) credit or debit the amount awarded against the next payment to be made by the Listing Market Operator under the terms of this agreement and if no payment is due, ASX Settlement or the Listing Market Operator (as the case may be) must make the payment to the other party within 20 Business Days of the date of the resolution. (c) Any adjustment made under this clause is without prejudice to the other party’s other rights under this agreement.