Accounting Firm’s Determination Is Binding; Underpayment and Overpayment Clause Samples
This clause establishes that the calculations or determinations made by a designated accounting firm regarding financial matters—such as payments due or amounts owed—are final and binding on the parties involved. In practice, if the accounting firm identifies an underpayment or overpayment, the responsible party must promptly pay the shortfall or return the excess, as determined by the firm. The core function of this clause is to provide a clear, authoritative resolution mechanism for financial discrepancies, thereby reducing disputes and ensuring timely correction of payment errors.
Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on the Employer and the Executive. Because of the uncertainty when the Determination is made about whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax according to section 5.3(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that the Executive’s expenses are reimbursed by the Employer, the Executive shall cooperate with reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.
Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm is binding on Cortland Bancorp and the Executive. Because of the uncertainty when the Determination is made about whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Cortland Bancorp (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by Cortland Bancorp (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm will determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by Cortland Bancorp to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax according to section 2(a), the Accounting Firm will determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by the Executive to or for the benefit of Cortland Bancorp. Provided the Executive’s expenses are reimbursed by Cortland Bancorp, the Executive will cooperate with any reasonable requests by Cortland Bancorp in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.
Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on Southern Community Financial Corporation and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Southern Community Financial Corporation (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by Southern Community Financial Corporation (“Overpayment”). If, after a Determination by the Accounting Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by Southern Community Financial Corporation to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 5.4(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of Southern Community Financial Corporation. Provided that his expenses are reimbursed by Southern Community Financial Corporation, the Executive shall cooperate with any reasonable requests by Southern Community Financial Corporation in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.
Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on Citizens South and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Citizens South ("UNDERPAYMENT"), or that a Gross-Up Payment Amount will be made that should not have been made by Citizens South ("OVERPAYMENT"). If, after a Determination by the Accounting Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred. The Underpayment (together with interest at the rate provided in Code Section 1274(d)(2)(B) of the) shall be paid promptly by Citizens South to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for his Excise Tax according to Section 7.4(a), the Accounting Firm shall determine the amount of the Overpayment that has been made. The Overpayment (together with interest at the rate provided in Code Section 1274(d)(2)(B)) shall be paid promptly by the Executive to or for the benefit of Citizens South. Provided that his expenses are reimbursed by Citizens South, the Executive shall cooperate with any reasonable requests by Citizens South in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.
Accounting Firm’s Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm is binding on Ballston Spa Bancorp, Inc. and the Executive. Because of the uncertainty when the Determination is made about whether any of the Total Benefits will be subject to the Excise Tax, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by Ballston Spa Bancorp, Inc. (“Underpayment”), or that a Gross Up Payment Amount will be made that should not have been made by Ballston Spa Bancorp, Inc. (“Overpayment”). If after a Determination by the Accounting Firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm will determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by Ballston Spa Bancorp, Inc. to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax according to section 5.3(a), the Accounting Firm will determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B)) will be paid promptly by the Executive to or for the benefit of Ballston Spa Bancorp, Inc. Provided that the Executive’s expenses are reimbursed by Ballston Spa Bancorp, Inc., the Executive will cooperate with any reasonable requests by Ballston Spa Bancorp, Inc. in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.