Underpayments/Overpayments. If such accounting firm correctly concludes that additional royalties were owed during such period, Licensee shall pay such additional royalties within ​ days of the date Merck delivers to Licensee such accounting firm’s written report so correctly concluding. If such underpayment exceeds ​ and ​ percent (​) of the sums correctly due Merck then the fees charged by such accounting firm for the work associated with the underpayment audit shall be paid by Licensee. ​.

Underpayments. If, after conducting an audit pursuant to [Section 4.6.2], the applicable accounting firm concludes that additional royalties or other payments were due to Axsome, then Licensee, within ten (10) Business Days of the date Licensee receives such accountant’s written report, will pay to Axsome the additional royalties or other payments and all interest accruing thereon. Further, if the amount of such underpayment of either royalties or any other payment exceeds more than ​ of the amount of such royalties or other payment that was properly payable to Axsome, then Licensee shall reimburse Axsome for Axsome’s out-of-pocket costs in connection with the audit.

To the extent permitted under section 409A of the Code, if any overpayment of benefits is inadvertently made under the Plan, the amount of such overpayment may be set off against further amounts payable to or on account of the Participant or other person who received the overpayment until the overpayment has been recovered. The foregoing remedy is not intended to be exclusive.

Upon redetermination of annuity amounts in accordance with the preceding paragraph, any overpayments by New York Life due to any misstatement that gave reason to the redetermination will be deducted from amounts thereafter payable to the Participant, or other person or entity entitled to a benefit and any underpayments will be paid in full with the next payment due the Participant or other person or entity entitled to a benefit.

If a Participant, or any other person entitled to a benefit under this Plan, either knowingly or unknowingly has submitted any information to the Corporation relevant to the amount of benefits he or she is to receive from this Plan that is incorrect, the amount of benefits payable from this Plan may be adjusted either, in the case of underpayments, by making additional payments from this Plan or, in the case of overpayments, by requiring repayment from such person, whichever is appropriate in the circumstances.

Offsets and Overpayments. If any overpayment is made by the Plan for any reason, the Plan shall have the right to recover such overpayment. The Participant shall cooperate fully with the Plan to recover any overpayment and provide any necessary information and required documents. If a Participant entitled to distribution of benefits hereunder owes any amount to AT&T or any Subsidiary, such amount may be withheld from benefits payable hereunder to satisfy such obligation. Any overpayment or Participant debt to AT&T or any Subsidiary may be deducted from future benefits payable to or on behalf of the Participant from this Plan.

Forfeiture, Recoupment and Recovery of Overpayments. If it is determined that any amount paid to an individual under this Plan should not have been paid or should have been paid in a lesser amount, written notice thereof shall be given and such individual shall promptly repay the amount of the overpayment to the Plan. Notwithstanding the foregoing, the Plan in all cases reserves the right to pursue collection of any remaining overpayments if the above recovery efforts under this paragraph have failed.

and Retirement Agreement), she is not aware of, or has fully disclosed to the General Counsel of the Company (or her delegate), any matters for which she was responsible or which came to her attention as an employee, which might reasonably be expected to give rise to a claim or cause of action against, or investigation or audit of the Company and/or any Released Party, including without limitation any knowledge of potential fraud, overpayments, false statements, improper or erroneous financial reporting, violations of law or regulation, employee misconduct, or violations of the Company’s Standards of Business Conduct or other policies or procedures. [[Ms. Petryszyn:Person]] has reported to the Company all work-related injuries, if any, that she has suffered or sustained during her employment with the Company and any Released Party. [[Ms. Petryszyn:Person]] has properly reported all hours she worked.

Except for actions to which the statute of limitations prescribed by [Section 413] of ERISA applies, # no legal or equitable action relating to a claim under [Section 502] of ERISA may be commenced later than one year after the claimant receives a final decision from the Appeals Committee in response to the claimant’s request for review of an adverse benefit determination (or , if later, April 1, 2019) and # no other legal or equitable action involving the Plan may be commenced later than two years after the date the person bringing the action knew, or had reason to know, of the circumstances giving rise to the action (or, if later, April 1, 2020). This provision shall not bar the Plan or its fiduciaries from recovering overpayments of benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitable action against any party.

General Terms. In addition to paying the Base Rent specified in Article 3 of this Lease, ​ shall pay “​’s Share” of the annual “Direct Expenses,” as those terms are defined in Sections 4.2.6 and 4.2.22] of this Lease. Such payments by ​, together with any and all other amounts payable by ​ to ​ pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent,” and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of the parties which survive the expiration of the Lease Term, the obligations of ​ to pay the Additional Rent provided for in this Article 4 and the obligation of ​ to reconcile and reimburse ​ for overpayments of Additional Rent shall survive the expiration of the Lease Term.