Common use of Underpayments and Overpayments Clause in Contracts

Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard should not have been made (an “Overpayment”). In either such event, SunGard shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of SunGard, take such steps as are reasonably necessary (including promptly refunding the amount of such overpayment and filing amended returns and claims for refunds), follow SunGard’s reasonable instructions and otherwise reasonably cooperate with SunGard to correct such Overpayment.

Underpayments and Overpayments. The parties acknowledge that, as a result of potential uncertainties in the application of the provisions of the Code dealing with the Excise Tax, it is possible that Tax Gross-Up Payments should have been made by SunGard the Company but were not (an “Underpayment”) or that Tax Gross-Up Payments made by SunGard the Company should not have been made (an “Overpayment”). In either such event, SunGard the Company shall make a Tax Determination of the amount of the Underpayment or Overpayment that has occurred, and the Executive shall have the right to initiate a Tax Dispute related thereto. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by SunGard 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 SunGardthe Company, take such steps as are reasonably necessary (including promptly refunding the amount filing of such overpayment and filing amended returns and claims for refunds), follow SunGardthe Company’s reasonable instructions and otherwise reasonably cooperate with SunGard the Company to correct such Overpayment.