Common use of Underpayments and Overpayments Clause in Contracts

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. As a result of uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accountants Auditors hereunder, it is possible that Excise Tax Restoration Gross-Up Payments not made by the Company Employer should have been made ("Underpayments") or that Excise Tax Restoration Gross-Up Payments will have been made by the Company Employer which should not have been made ("Overpayments"). In either event, the Accountants Auditors shall determine the amount of the Underpayment Underpayments or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall promptly be paid by the Company Employer to or for the benefit of the EmployeeExecutive. In the case of an Overpayment, the Employee Executive shall, at the direction and expense of the CompanyEmployer, 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 Employer and otherwise reasonably cooperate with the Company Employer to correct such Overpaymentoverpayment; PROVIDEDprovided, HOWEVERhowever, that (i) the Employee Executive shall in no event be obligated to return to the Company Employer an amount greater than the net after-tax portion of the Overpayment that the Employee Executive has retained or has recovered as a refund from the applicable taxing authorities authorities, and (ii) this provision shall be interpreted in a manner consistent with the intent of this agreementSection 2.3, which is to make the Employee Executive whole, on an after-after tax basis, for the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the EmployeeExecutive's repaying to the Company Employer an amount which is less than the Overpayment.

Underpayments and Overpayments. As a result of uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Accountants Auditors hereunder, it is possible that Excise Tax Restoration Payments may not be made by the Company that should have been be 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 Auditors shall determine the amount of the Underpayment or Overpayment that has occurredoccurred as soon as possible. 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; PROVIDEDprovided, HOWEVERhowever, 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.a