Common use of Underpayment and Overpayment Clause in Contracts

Underpayment and Overpayment. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event the amount of the Gross-Up Payment is less than the amount necessary to reimburse you for your Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefit. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse you for your Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by you to or for the benefit of the Company immediately after it is refunded to you by the Internal Revenue Service. You shall cooperate, to the extent your expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Underpayment and Overpayment. As a result Because of the uncertainty in the application of Section 4999 determining whether any of the Code Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that an Adjusted Gross-Up Payments which Payment Amount that should have been made will not have been made by the Company should have been made Unizan Financial Corp. (“"Underpayment”) "), or that an Adjusted Gross-Up Payments are Payment Amount will be made by the Company which that should not have been made by Unizan Financial Corp. (“"Overpayment”"). If, consistent with after a Determination by the calculations Accounting Firm, the Executive is required to be made hereunder. In the event the amount make a payment of the Gross-Up Payment is less than the amount necessary to reimburse you for your additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such occurred. The Underpayment (together with interest at the rate provided in Section 1274(b)(2)(Bsection 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly paid by the Company Unizan Financial Corp. to or for your benefit. In the event the amount benefit of the Executive. If the Adjusted Gross-Up Payment Amount exceeds the amount necessary to reimburse you the Executive for your his Excise TaxTax according to Section 7.16, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such made. The Overpayment (together with interest at the rate provided in Section 1274(b)(2section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly paid by you the Executive to or for the benefit of the Company immediately after it is refunded to you by the Internal Revenue Service. You shall cooperate, to the extent your Unizan Financial Corp. Provided that his expenses are reimbursed by Unizan Financial Corp. or the CompanyBank, the Executive shall cooperate with any reasonable requests by the Company Unizan Financial Corp. in connection with any contests or disputes with the Internal Revenue Service in connection with relating to the Excise Tax.