Common use of Finalization and Payment Clause in Contracts

Finalization and Payment. An initial Tax Gross-Up Payment shall be made to Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment Date, SunGard shall pay to Executive by the Payment Date an estimate of such payment, determined by SunGard reasonably and in good faith, and SunGard shall pay to Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty (20) days after the Payment Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to Executive, SunGard shall provide to Executive SunGard’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice of an Accountant. Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard to Executive shall be paid within ten (10) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten (10) business days after Executive notifies SunGard of the Tax Dispute.

Finalization and Payment. An initial Tax Gross-Up Payment shall be made to the Executive within ten (10) days after the Date of Termination or such other prior or subsequent date that any portion of any Total Payment becomes subject to the Excise Tax (such tenth day is referred to as a “Payment Date”); provided that if the amount thereof cannot be fully determined by the Payment tenth (10th) day after the Termination Date, SunGard the Company shall pay to the Executive by the Payment Date such day an estimate of such payment, determined by SunGard the Company reasonably and in good faith, and SunGard the Company shall pay to the Executive the remainder of such payment (if any) as soon as the amount thereof can be determined but in no event later than twenty the thirtieth (2030th) days day after the Payment Termination Date. Whenever any Tax Gross-Up Payment (or estimate thereof) is made to the Executive, SunGard the Company shall provide to the Executive SunGardthe Company’s Tax Determination related to such payment, together with detailed supporting calculations and explanations and, if applicable, written advice opinions of an AccountantTax Counsel. The Executive shall have the right to dispute any Tax Determination (a “Tax Dispute”) by so notifying SunGard the Company within fifteen (15) days after receiving such Tax Determination and the required supporting documentation. Each Tax Determination shall become final and binding upon the parties (a) if there is no Tax Dispute, at the end of such fifteen (15) day period, without change, or (b) if there is a Tax Dispute, upon final resolution of such Tax Dispute, with such changes as may result from such Tax Dispute. Other than the initial or an estimated Tax Gross-Up Payment as provided for above, any Tax Gross-Up Payment due from SunGard the Company to the Executive shall be paid within ten five (105) business days after the related Tax Determination becomes final and binding, provided that, in the event of a Tax Dispute, any undisputed portion of the Tax Gross-Up Payment shall be paid within ten five (105) business days after the Executive notifies SunGard the Company of the Tax Dispute.