Common use of Determination of Gross-Up Payment Clause in Contracts

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Holding Company to Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c2.4.3(c), all determinations required to be made under this Section 42.4.3, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company Bank as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Holding Company Bank and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has have been a PaymentPayments, or such earlier time as is requested by the Holding CompanyBank. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyBank. Any Gross-Up Payment, as determined pursuant to this Section 42.4.3, shall be paid by the Holding Company Bank to the Executive within five business days of the later of (i) the later of the due date for the payment payments of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company Bank and the Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code4999, at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment Payments which will not have been made by the Holding Company which Bank should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company Bank exhausts its remedies pursuant to Section 4(c2.4.3(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c)15(c) of this Agreement, all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five (5) business days of the later of (i) the due date for the payment of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company and the Association as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company Company, the Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Holding CompanyCompany and the Association. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyCompany and the Association. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company and the Association which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Association exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by Executive (the “"Accounting Firm”") which shall provide detailed supporting calculations to the Holding Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Holding Company to Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company which should have been made (an “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c14(c), all determinations required to be made under this Section 414, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Holding Company Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayments, or such earlier time as is requested by the Holding CompanyCompany and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyCompany and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 4Xxxxxxx 00, shall be xxxxx xx paid by the Holding Company to the Executive within five business days of the later of (i) the later of the due date for the payment payments of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment Payments which will not have been made by the Holding Company which and the Bank should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Bank exhaust their remedies pursuant to Section 4(c14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company and the Association as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company Company, the Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Holding CompanyCompany and the Association. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyCompany and the Association. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company and the Association which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Association exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c14(c), all determinations required to be made under this Section 414, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Holding Company Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayments, or such earlier time as is requested by the Holding CompanyCompany and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyCompany and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 414, shall be paid by the Holding Company to the Executive within five business days of the later of (i) the later of the due date for the payment payments of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment Payments which will not have been made by the Holding Company which and the Bank should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Bank exhaust their remedies pursuant to Section 4(c14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Holding Company and the Association as may be designated by the Executive (the “Accounting "Consulting Firm”") which shall provide detailed supporting calculations to the Holding Company Company, the Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been or will be a Payment, or such earlier time as is requested by the Holding CompanyCompany and the Association. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Holding CompanyCompany and the Association. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days at the same time a cash payment is made pursuant to Section 12(b) of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Holding Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payment will not have been made by the Holding Company and the Association which should have been made (an “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Association exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c)paragraph 7.3, all determinations required to be made under this Section 4paragraph 7, including the determination of whether and when a Gross-Up Payment is required, required and of the amount of any such Gross-Up Payment and the assumptions to be utilized in arriving at such determinationPayment, shall be made by a certified tax counsel selected by the independent public accounting firm reasonably then retained by SPI to audit its financial statements and acceptable to the Holding Company as may be designated by Executive SPI (the “Accounting Firm”) "Tax Counsel"), which shall provide detailed supporting calculations to the Holding Company both SPI and Executive within fifteen (15) 15 business days of the receipt date of notice from Executive that there has been a Paymenttermination, if applicable, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm SPI, provided that any determination that an Excise Tax is payable by Executive shall be borne solely by made on the Holding Companybasis of substantial authority. Any SPI shall pay the initial Gross-Up Payment, if any, as determined pursuant to this Section 4paragraph 7.2, shall be paid by the Holding Company to Executive within five business days of the later receipt of (i) the due date for the payment of Tax Counsel's determination. If Tax Counsel determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that he has substantial authority not to report any Excise Tax, or (ii) the receipt of the Accounting Firm’s determinationTax on his Federal income tax return. Any determination by Tax Counsel meeting the Accounting Firm requirements of this paragraph 7.2 shall be binding upon the Holding Company SPI and Executive. As ; subject only to payments pursuant to the following sentence based on a result of the 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 a additional Gross-Up Payment will not have been made by the Holding Company which Payments should have been made (an “Underpayment”)made, consistent with the calculations required to be made hereunderunder this paragraph 7 (the amount of such additional payments, including any interest and penalties, are referred as the "Gross-Up Underpayment"). In the event that the Holding Company If SPI exhausts its remedies pursuant to Section 4(c) paragraph 7.3, and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm Tax Counsel shall determine the amount of the Gross-Up Underpayment that has occurred and SPI shall promptly pay any such Gross-Up Underpayment shall be promptly paid by the Holding Company to or for the benefit of Executive. SPI shall pay the fees and disbursements of Tax Counsel.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Holding Company and the Bank as may be designated by the Executive (the “Accounting Consulting Firm”) which shall provide detailed supporting calculations to the Holding Company Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been or will be a Payment, or such earlier time as is requested by the Holding CompanyCompany and the Bank. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Holding CompanyCompany and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days at the same time a cash payment is made pursuant to Section 12(b) of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Holding Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payment will not have been made by the Holding Company and the Bank which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Bank exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Bank to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c14(c), all determinations required to be made under this Section 414, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Holding Company Company, the Bank and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayments, or such earlier time as is requested by the Holding CompanyCompany and the Bank. All fees and expenses of the Accounting Firm shall be borne solely by the Holding CompanyCompany and the Bank. Any Gross-Up Payment, as determined pursuant to this Section 4Sxxxxxx 00, shall be xxxxx xx paid by the Holding Company to the Executive within five business days of the later of (i) the later of the due date for the payment payments of any Excise Tax, or and (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and the Executive. As a result of the 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 a Gross-Up Payment Payments which will not have been made by the Holding Company which and the Bank should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Bank exhaust their remedies pursuant to Section 4(c14(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c15(c), all determinations required to be made under this Section 415, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm or independent tax counsel reasonably acceptable to the Holding Company and the Association as may be designated by the Executive (the “Accounting Consulting Firm”) which shall provide detailed supporting calculations to the Holding Company Company, the Association and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been or will be a Payment, or such earlier time as is requested by the Holding CompanyCompany and the Association. All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Holding CompanyCompany and the Association. Any Gross-Up Payment, as determined pursuant to this Section 415, shall be paid by the Holding Company to the Executive within five business days at the same time a cash payment is made pursuant to Section 12(b) of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s determinationthis Agreement. Any determination by the Accounting Consulting Firm shall be binding upon the Holding Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Accounting Consulting Firm hereunder, it is possible that a Gross-Up Payment will not have been made by the Holding Company and the Association which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its and the Association exhaust their remedies pursuant to Section 4(c15(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Consulting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company or the Association to or for the benefit of the Executive.

Determination of Gross-Up Payment. Subject to the provisions of Section 4(c), all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm reasonably acceptable to the Holding Company as may be designated by Executive (the “Accounting Firm”) which shall provide detailed supporting calculations to the Holding Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Holding Company. All fees and expenses of the Accounting Firm shall be borne solely by the Holding Company. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid solely by the Holding Company to Executive within five business days of the later of (i) the due date for the payment of any Excise Tax, or (ii) the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Holding Company and Executive. As a result of the 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 a Gross-Up Payment will not have been made by the Holding Company which should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Holding Company exhausts its remedies pursuant to Section 4(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Holding Company to or for the benefit of Executive.. - 4 - (c)