Overpayments; Underpayments. 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 amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should have been so paid or distributed (an “Underpayment”), in each case consistent 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 either the Company or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
Overpayments; Underpayments. As a result of the uncertainty in the application of Code Section 280G at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Parachute Payments will have been made by the Employer which should not have been made (“Overpayment”), or that additional Parachute Payments which will not have been made by the Employer could have been made (“Underpayment”), in each case consistent with the calculations required to be made hereunder. Overpayments and Underpayments arising in connection with Parachute Payments appropriately determined pursuant to Section 3.8(a)(i) or Section 3.8(a)(ii) are governed by this Section 3.8(e). Any Overpayment or Underpayment arising in connection with a Parachute Payment that is appropriately determined pursuant to Section 3.8(a)(iii) are governed by the provisions of Section 3.8(d).
Overpayments; Underpayments. Where a wage overpayment error has been made in good faith, the Employer shall be entitled to recover any such overpayment from future wages. Once the error is discovered, notice and a detailed breakdown of the error will be given by the Employer to the affected Employee and the Association as soon as practicable. In the event the Employee retires from, or leaves the employ of the Employer before the Employer is able to fully recover an overpayment as contemplated in this Article, the Employer shall be entitled to make a full recovery at the time of retirement or termination of employment of that Employee and reduce accordingly any payment that might be owing to that Employee to recover the overpayment. In the event the Employee does not have sufficient wages owing to satisfy the repayment of such overpayment, the Division shall have the right to proceed as it determines necessary to recover the overpayment owing plus any costs incurred in such recovery. In the event of an underpayment, the Employer will calculate and pay the adjustment within a reasonable period of time.
Overpayments; Underpayments. As a result of the uncertainty in the application of Section 4999 of the Code, at the time of the initial determination by the Tax Counsel hereunder it is possible that Gross-Up Payments not made by the Company should have been made ("underpayments"), or that Gross-Up Payments will have been made by the Company which should not have been made ("overpayments"). In either such event, the Tax Counsel shall determine the amount of the underpayment or overpayment that has occurred. In the case of an underpayment, the amount of such underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the case of an overpayment, the 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 overpayment; provided, however, that (i) the Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of this Section VII, which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an overpayment may result in the Executive repaying to the Company an amount which is less than the overpayment.
Overpayments; Underpayments. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made under Section 5.1 (“Overpayment”) or that additional payments which are not made by the Company pursuant to Section 5.1 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid by the Executive to the Company, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
Overpayments; Underpayments. 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 Payments will have been made by the Company that should not have been made (“Overpayment”) or that additional Payments that will have not been made by the Company could have been made (“Underpayment”), in each case, consistent 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 either the Company or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such payment would not either reduce the amount on which the Executive is subject to taxation under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the Applicable Federal Rate provided for in Section 7872(f)(2) of the Code.
Overpayments; Underpayments. 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 amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that (a) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes; and (b) to the extent such repayment would generate a refund of such taxes, the Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
Overpayments; Underpayments. If, after conducting an audit pursuant to Section 3.6.2, the applicable accounting firm concludes that additional royalties were due to Spark, then Pfizer will pay to Spark the additional royalties within [**] days of the date Pfizer receives such accountant’s written report, together with interest calculated as set forth in Section 3.7. Further, if the amount of such underpayments exceeds more than [**] percent ([**]%) of the amount that was properly payable to Spark in any calendar year, then Pfizer shall reimburse Spark for Spark’s out-of-pocket costs in connection with the audit. If the accounting firm concludes that Pfizer overpaid royalties to Spark, then Spark shall refund such overpayments to Pfizer within [**] days of the date Spark receives such accountant’s report.
Overpayments; Underpayments. In the case of any underpayment by BCI to an Executor for the redemption of Stock arising from the final determination of the value of the Stock for federal estate tax purposes, BCI will pay to the Executor, in cash, within sixty days of the receipt of the final value, the difference between the Initial Redemption Price and the Redemption Price as finally determined, plus interest thereon per annum at the rate assessed such Executor from time to time by the internal Revenue Service from the date of such initial payment to the date of such subsequent payment. In the case of an over valuation of the Stock, the Executor will pay the amount of the overpayment, together with per annum interest at such rate to BCI, determined as above in the case of underpayment.
Overpayments; Underpayments. Where a wage overpayment error has been made in good faith, the Division shall be entitled to recover any such overpayment from future wages. Once the error is discovered, notice and a detailed breakdown of the error will be given by the Division to the affected Employee and the Union as soon as practicable. In the event the Employee retires from, or leaves the employ of the Division before the Division is able to fully recover an overpayment as contemplated in this article, the Division shall be entitled to make a full recovery at the time of retirement or termination of employment of that Employee and reduce accordingly any payment that might be owing to that Employee to recover the overpayment. In the event the Employee does not have sufficient wages owing to satisfy the repayment of such overpayment, the Division shall have the right to proceed as it determines necessary to recover the overpayment owing plus any costs incurred in such recovery. In the event of an underpayment, the Division will calculate and pay the adjustment within a reasonable period of time.
