Adjustment of Payment. In the event any payments or benefits you become entitled to pursuant to the Agreement or any other payments or benefits received or to be received by you in connection with a change in control or your termination of employment (whether pursuant to the terms of any other agreement, plan, or arrangement, or otherwise, with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) (collectively the "Severance Payments") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay you an additional amount (the "Gross-Up Payment") so that the net amount retained by you, after deduction of the Excise Tax (but before deduction for any federal, state or local income tax) on the Severance Payments and after deduction for the aggregate of any federal, state, or local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to the Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) the entire amount of the Severance Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code and as subject to the Excise Tax, unless and to the extent, in the written opinion of outside tax counsel selected by the Company's independent accountants and reasonably acceptable to you, such payments (in whole or in part) are not subject to the Excise Tax; and (ii) the value of any noncash benefits or any deferred payment or benefit (constituting a part of the Severance Payments) shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of the federal income taxation applicable to individuals (without taking into account surtaxes or loss or reduction of deductions) for the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of your residence on the date of Termination. In the event that the amount of Excise Tax you are required to pay is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company promptl...
Adjustment of Payment. Any amount due from SCE to Seller, or Seller to SCE, or any xxxx credit from SCE to Customer, as the case may be, will be made as an adjustment to the next monthly Payment Invoice or xxxx credit that is calculated after Seller’s or SCE’s recomputation using corrected measurements. If the recomputation results in a net amount owed to SCE after applying any amounts owing to Seller or xxxx credits to Customer as shown on the next monthly Payment Invoice, any such amount owing to SCE will at SCE’s discretion be netted against amounts owed to Seller or against xxxx credits owed to Customer in any subsequent monthly Payment Invoice or xxxx credits or separately invoiced to Seller, in which case Seller must pay the amount owing to SCE within twenty
Adjustment of Payment. Any amount due from Anaheim to Seller, or Seller to Anaheim, as the case may be, will be made as an adjustment to the next monthly payment statement that is calculated after Seller’s or Anaheim’s recomputation using corrected measurements. If the recomputation results in a net amount owed to Anaheim after applying any amounts owing to Seller as shown on the next monthly payment statement, any such amount owing to Anaheim will at Anaheim’s discretion be netted against amounts owed to Seller in any subsequent monthly Payment Invoice or separately invoiced to Seller, in which case Seller must pay the amount owing to Anaheim within ten (10) calendar days after receipt of that invoice. Anaheim may make payment adjustments arising from the CAISO Recalculation Settlement Statement, CASIO Charges, Anaheim Penalties, or as a result of inaccurate meters after the end of the Term, provided, the Parties will be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 1.04 of this EXHIBIT E within thirty-six (36) months after the end of the Term. Adjustment payments for meter inaccuracy will not bear interest.
Adjustment of Payment. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive will be either greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section VII.
1. If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment, which loan Executive must repay to the Company together with interest at the applicable federal rate under Code Section 7872(f)(2); provided, that no loan shall be deemed to have been made and no amount will be payable by Executive to the Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999.
2. In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive's satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) days after such determination or resolution, together with interest on such amount at the applicable federal rate under Code Section 7872(f)(2) from the date such amount would have been paid to Executive until the date of payment.
Adjustment of Payment. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive will be either greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section VII. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment to or for the benefit of Executive. In the case of an Excess Payment, 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 Excess Payment; provided, however, that (1) Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Excess Payment that Executive has retained or recovered as a refund from the applicable taxing authorities and (2) this provision shall be interpreted in a manner consistent with the intent of Section VII(A), which is to make Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Excess Payment may result in Executive’s repaying to the Company an amount that is less than the Excess Payment.
Adjustment of Payment. Within sixty (60) days after the end of each lease year, Landlord shall submit to Tenant an accurate statement certified by Landlord showing the actual Additional Rent for the year payable by Tenant. In the event that such statement or any audit by Lessee reveals that the amount of additional Rent due from Lessee is less than the amount actually paid by Lessee, then such excess shall be credited to the installment(s) of monthly rental payment next due, or if for the last year of the lease term be paid by Lessor to Lessee upon termination of the Lease Agreement and vacation of the leased premises.
Adjustment of Payment. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive will be either greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 6(d)(i). In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment to or for the benefit of Executive. In the case of an Excess Payment, 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 Excess Payment; provided, however, that (1) Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Excess Payment that Executive has retained or recovered as a refund from the applicable taxing authorities, and (2) this provision shall be interpreted in a manner consistent with the intent of Section 6, it being understood that the correction of an Excess Payment may result in Executive's repaying to the Company an amount that is less than the Excess Payment.
Adjustment of Payment. Article X. 2 of the Contract shall be amended and shall henceforth be read as follows:-
Adjustment of Payment. Any amount due from SCE to Seller, or Seller to SCE, as the case may be, shall be made as an adjustment to the next monthly payment statement that is calculated after SCE’s recomputation using corrected measurements. In the event that the recomputation results in a net amount owed to SCE after applying any amounts owing to Seller as shown on any subsequent monthly payment statement, any such additional amount still owing to SCE shall be netted against amounts owed to Seller in any additional subsequent monthly payments to Seller or invoiced to Seller, in which case Seller must pay the amount owing to SCE within twenty (20) days after receipt of such invoice. SCE may make payment adjustments arising from a recalculation of CAISO Sanctions or SCE Penalties or as a result of inaccurate meters after the end of the Term, provided that the Parties shall be deemed to have waived any such payment adjustments which are not communicated as provided in this Section 4.03(b) within twenty-eight
Adjustment of Payment. If the Auditors determine under paragraph 4.4 that an amount previously determined should be amended, that amended amount shall be substituted for the purposes of paragraph 4.1 or 4.2, as the case may be, in place of the amount originally determined and such adjusting payment (if any) as may be required by virtue of such substitution shall forthwith be made by the Seller to the Buyer or, as the case may be, by the Buyer to the Seller.
