Common use of Overpayments and Underpayments Clause in Contracts

Overpayments and Underpayments. As a result of uncertainty in the application of Section 280G of the Code at the time of an initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (an “Overpayment”) or that additional Payments that will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee shall repay to the Company, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Employee, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the ------------------------------ application of Section section 280G of the Code at the time of an initial determination by the Accounting Firm Auditors hereunder, it is possible that Payments will have been made by the Company pursuant to this Agreement that should not have been made (an “"Overpayment”") or that additional Payments that will not have been made by the Company pursuant to this Agreement could have been made (an “"Underpayment”"), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting FirmAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee Executive that the Accounting Firm believes Auditors believe has a high probability of success, determines determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee Executive which he or she shall repay to the Company, together with interest at the applicable federal rate provided in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee Executive to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation Company's Federal income tax liability under Section 4999 section 280G of the Code. In the event that the Accounting Firm determines Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the EmployeeExecutive, together with interest at the applicable federal rate provided in Section section 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the application of Section section 280G of the Code at the time of an initial determination by the Accounting Firm Auditors hereunder, it is possible that Agreement Payments will have been made by the Company that which should not have been made (an “Overpayment”) or that additional Agreement Payments that which will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting FirmAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Accounting Firm believes Auditors believe has a high probability of success, determines determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee shall repay to the Company, together with interest at the applicable federal rate provided in Section section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section section 4999 of the Code. In the event that the Accounting Firm determines Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Employee, together with interest at the applicable federal rate provided in Section section 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the application of Section section 280G of the Code at the time of an initial determination by the Accounting Firm Auditors hereunder, it is possible that Payments will have been made by the Company AirTouch Group that should not have been made (an “"Overpayment”") or that additional Payments that will not have been made by the Company Corporation could have been made (an “"Underpayment”"), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting FirmAuditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company Corporation, a member of the AirTouch Group or the Employee that the Accounting Firm believes Auditors believe has a high probability of success, determines determine that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee shall repay to the CompanyCorporation (or the appropriate member of the AirTouch Group), together with interest at the applicable federal rate provided for in Section 7872(f)(2section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be so payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section section 4999 of the Code. In the event that the Accounting Firm determines Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company Corporation to or for the benefit of the Employee, together with interest at the applicable federal rate provided for in Section 7872(f)(2section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the application of Section 280G of the Code at the time of an initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (an “"Overpayment”") or that additional Payments that will not have been made by the Company could have been made (an “"Underpayment”"), consistent in each case with the calculation of the Reduced Amount hereunder. In the Inthe event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee shall repay to the Company, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Employee, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the application of Section 280G of the Code at the time of an initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made (an “"Overpayment”") or that additional Payments that will not have been made by the Company could have been made (an “"Underpayment”"), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee shall repay to the Company, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Employee to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Employee, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code.

Overpayments and Underpayments. As a result of the uncertainty in the application of Code Section 280G of the Code at the time of an the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments will have been made by the Company that which should not have been made (an “Overpayment”) or that additional Agreement Payments that which will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee that Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Employee that the Employee which he or she shall repay to the Company, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2) of the Code2806(d)(4); provided, however, that no amount shall be payable by the Employee Executive to the Company if and to the extent that such payment would not reduce the amount that which is subject to the taxation under Code Section 4999 of the Code4999. In the event that the Accounting Firm Firm, based upon controlling precedent, determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the EmployeeExecutive, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2) of the Code280G(d)(4).