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 the initial determination by Outside Counsel hereunder, it is possible that Agreement Payments will either have been made by Xxxx Atlantic which should not have been made ("Overpayment"), or that additional Agreement Payments which have not been made by Xxxx Atlantic could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the effective date of termination of employment, Outside Counsel shall review any determination made by it pursuant to Section 9(b) of this Agreement. In the event that Outside Counsel determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Key Employee which the Key Employee shall repay to Xxxx Atlantic together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by the Key Employee to Xxxx Atlantic if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that Outside Counsel determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the appropriate Xxxx Atlantic Company to or for the benefit of the Key Employee together with interest at the Federal Rate.

Overpayments and Underpayments. As a result of uncertainty in ------------------------------ the application of Section section 280G of the Code at the time of the an initial determination by Outside Counsel the Auditors hereunder, it is possible that Agreement Payments will either have been made by Xxxx Atlantic the Employer which should not have been made (an "Overpayment"), or that additional Agreement Payments which will not have not been made by Xxxx Atlantic the Employer could have been made (an "Underpayment"), consistent in each case, consistent case with the calculations required to be made calculation of the Reduced Amount hereunder. Within two years after the effective date of termination of employment, Outside Counsel shall review any determination made by it pursuant to Section 9(b) of this Agreement. In the event that Outside Counsel determines the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Employer or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Key Employee which the Key Employee he shall repay to Xxxx Atlantic the Employer, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2section 7872(b)(2) of the Code (the "Federal Rate")Code; provided, however, that no amount shall be payable by the Key Employee to Xxxx Atlantic the Employer if and to the extent that such payment would not reduce the amount which is subject to taxation under Section section 4999 of the Code. In the event that Outside Counsel determines the Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the appropriate Xxxx Atlantic Company Employer to or for the benefit of the Key Employee Employee, together with interest at the Federal Rateapplicable federal rate provided in section 7872(f)(2) of the Code. 17.5 Definition of "Employer". For purposes of this paragraph 17 only, the term "Employer" shall include affiliated corporations to the extent determined by the Auditors in accordance with section 280G(d)(5) of the Code. 18. Arbitration. Any controversy or claim arising out of, or relating to, this Agreement or the breach thereof, shall be settled by arbitration in accordance with the rules then applicable of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

Overpayments and Underpayments. As a result of uncertainty in ------------------------------ the application of Section section 280G of the Code at the time of the an initial determination by Outside Counsel the Auditors hereunder, it is possible that Agreement Payments will either have been made by Xxxx Atlantic which the AirTouch Group that should not have been made (an "Overpayment"), ) or that additional Agreement Payments which that will not have not been made by Xxxx Atlantic the Corporation could have been made (an "Underpayment"), consistent in each case, consistent case with the calculations required to be made calculation of the Reduced Amount hereunder. Within two years after the effective date of termination of employment, Outside Counsel shall review any determination made by it pursuant to Section 9(b) of this Agreement. In the event that Outside Counsel determines the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Corporation, a member of the AirTouch Group or the Employee that the Auditors believe has a high probability of success, determine that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Key Employee which that the Key Employee shall repay to Xxxx Atlantic the Corporation (or the appropriate member of the AirTouch Group), together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2section 7872(f)(2)(A) of the Code (the "Federal Rate")Code; provided, however, that no amount shall be so payable by the Key Employee to Xxxx Atlantic if and to the extent that such payment would not reduce the amount which that is subject to taxation under Section section 4999 of the Code. In the event that Outside Counsel determines the Auditors determine that an Underpayment has occurred, any such Underpayment shall promptly be promptly paid or transferred by the appropriate Xxxx Atlantic Company Corporation to or for the benefit of the Key Employee Employee, together with interest at the Federal Rateapplicable federal rate provided for in section 7872(f)(2)(A) of the Code.

Overpayments and Underpayments. As a result of uncertainty in the ------------------------------ the application of Section 280G of the Code at the time of the initial determination by Outside Counsel hereunder, it is possible that Agreement Payments will either have been made by Xxxx Atlantic which should not have been made ("Overpayment"), or that additional Agreement Payments which have not been made by Xxxx Atlantic could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the effective date of termination of employment, Outside Counsel shall review any determination made by it pursuant to Section 9(b) of this Agreement. In the event that Outside Counsel determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Key Employee which the Key Employee shall repay to Xxxx Atlantic together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by the Key Employee to Xxxx Atlantic if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that Outside Counsel determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the appropriate Xxxx Atlantic Company to or for the benefit of the Key Employee together with interest at the Federal Rate.