Common use of Accounting Firm’s Determination Is Binding; Underpayment and Overpayment Clause in Contracts

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 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 pay 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 any 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 shall be binding on the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.14(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s his expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank 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 Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“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 Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Employer Bank 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(a7.14(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Executive to or for the benefit of the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer 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 the Employer Cortland Bancorp (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer 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 shall determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Employer 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 5.3(a2(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Internal Revenue Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Executive to or for the benefit of the EmployerCortland Bancorp. Provided that the Executive’s expenses are reimbursed by the EmployerCortland Bancorp, the Executive shall cooperate with any reasonable requests by the Employer 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 the Employer Bank 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 Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“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 Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Employer Bank 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(a7.14(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Executive to or for the benefit of the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 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)Tax, 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 any 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 shall be binding on the Employer and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If If, after a Determination by the Accounting Firm 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 any 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 shall be binding on the Employer BNC and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer BNC (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer BNC (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer BNC to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.4(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBNC. Provided that the Executive’s his expenses are reimbursed by the EmployerBNC, the Executive shall cooperate with any reasonable requests by the Employer BNC 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 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 an Excise Tax Payment Amount that should have been made will not have been made by the Employer (“Underpayment”), ) or that a Gross-Up an Excise Tax 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 pay 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 Excise Tax 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 any 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 shall be binding on the Employer Bank 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 Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“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 Code section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer Bank 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(a7.14(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in Code section 1274(d)(2)(B) of the Internal Revenue Code)) shall be paid promptly by the Executive to or for the benefit of the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer MidCarolina and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer MidCarolina (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer MidCarolina (“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 UnderpaymentUnderpayment 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 the Employer MidCarolina to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 2(b), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerMidCarolina. Provided that the Executive’s his expenses are reimbursed by the EmployerMidCarolina, the Executive shall cooperate with any reasonable requests by the Employer MidCarolina 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 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 any 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 shall be binding on the Employer Company and the Executive. Because of the uncertainty when the Determination is made about whether any of the Total Benefits Parachute Amounts 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 Company (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Company (“Overpayment”). If after a Determination by the Accounting Firm accounting firm the Executive is required to make a payment of additional Excise Tax, the Accounting Firm accounting firm shall determine the amount of the Underpayment. The Underpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer Company 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(aSection 8(b), the Accounting Firm accounting firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the EmployerCompany. Provided that the Executive’s reasonable expenses are reimbursed by the EmployerCompany, the Executive shall cooperate with any reasonable requests by the Employer Company 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 the Employer Corporation and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax at the time of the Determination, it is possible that a Gross-Up Payment Amount Payments that should have been made will not have been made by the Employer Corporation (“"Underpayment”"), or that a Gross-Up Payment Amount Payments will be made that should not have been made by the Employer Corporation (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Corporation to or for the benefit of the Executive. If the amount of the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(a)Tax, the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerCorporation. Provided that the Executive’s his expenses are reimbursed by the EmployerCorporation, the Executive shall cooperate with any reasonable requests by the Employer 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.4(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s his expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank and the ExecutiveOfficer. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive Officer is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the ExecutiveOfficer. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive Officer for the his Excise Tax according to section 5.3(aParagraph 8(i)(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 Officer to or for the benefit of the EmployerBank. Provided that the Executive’s his expenses are reimbursed by the EmployerBank, the Executive Officer shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Corporation and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax at the time of the Determination, it is possible that a an Adjusted Gross-Up Payment Amount that should have been made will not have been made by the Employer Corporation (“"Underpayment”"), or that a an Adjusted Gross-Up Payment Amount will be made that should not have been made by the Employer Corporation (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Corporation to or for the benefit of the Executive. If the Adjusted Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 2(b), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerCorporation. Provided that the Executive’s his expenses are reimbursed by the EmployerCorporation, the Executive shall cooperate with any reasonable requests by the Employer 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 the Employer Crescent and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Crescent (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Crescent (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Crescent to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.4(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerCrescent. Provided that the Executive’s his expenses are reimbursed by the EmployerCrescent, the Executive shall cooperate with any reasonable requests by the Employer Crescent 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 the Employer and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 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 his Excise Tax according to section 5.3(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the Employer. Provided that the Executive’s expenses are reimbursed by the Employer, the Executive shall cooperate with any 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 shall be binding on the Employer Company and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Company (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Company (“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 Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer Company 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)Section 6.a., the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the EmployerCompany. Provided that the Executive’s expenses are reimbursed by the EmployerCompany, the Executive shall cooperate with any reasonable requests by the Employer Company 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 the Employer Bank 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 Bank (“Underpayment”), ) or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“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 Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer Bank 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(asubsection 5(b), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“"Underpayment”"), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(a7.14(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s 's expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his or his Excise Tax according to section 5.3(a7.14(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer PremierWest and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax at the time of the Determination, it is possible that a an Adjusted Gross-Up Payment Amount that should have been made will not have been made by the Employer PremierWest (“"Underpayment”"), or that a an Adjusted Gross-Up Payment Amount will be made that should not have been made by the Employer PremierWest (“"Overpayment”"). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer PremierWest to or for the benefit of the Executive. If the Adjusted Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.5(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerPremierWest. Provided that the Executive’s his expenses are reimbursed by the EmployerPremierWest, the Executive shall cooperate with any reasonable requests by the Employer PremierWest 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm 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 Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(a7.14(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 EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 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 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 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 any 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 shall be binding on the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”AUnderpayment@), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”AOverpayment@). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(aSection 7.14(a), the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s his expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment that has occurred. The Underpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer Bank 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(aSection 7.14(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the EmployerBank. Provided that the Executive’s expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer Bank and the Executive. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer Bank (“Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer Bank (“Overpayment”). If If, after a Determination by the Accounting Firm Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment 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 the Employer Bank to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the his Excise Tax according to section 5.3(a)Subparagraph IV [B] [i], the Accounting Firm shall determine the amount of the OverpaymentOverpayment 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 the EmployerBank. Provided that the Executive’s his expenses are reimbursed by the EmployerBank, the Executive shall cooperate with any reasonable requests by the Employer Bank 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 the Employer and the ExecutiveOfficer. Because of the uncertainty when the Determination is made about in determining whether any of the Total Benefits will be subject to the Excise TaxTax 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 the Employer (an “Underpayment”), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer (an “Overpayment”). If If, after a Determination by the Accounting Firm the Executive Firm, Officer is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the UnderpaymentUnderpayment that has occurred. The Underpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer to or for the benefit of the ExecutiveOfficer. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive Officer for the his Excise Tax according to section 5.3(aSection 8(d), the Accounting Firm shall determine the amount of the OverpaymentOverpayment that has been made. The Overpayment (together with interest at the rate provided in section Section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive Officer to or for the benefit of the Employer. Provided that the Executive’s his expenses are reimbursed by the Employer, the Executive Officer shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax.