Gross-Up Amount definition

Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

Gross-Up Amount has the meaning given to such term in Section 2.05 hereof.

Gross-Up Amount means the lesser of (i) $1,000,000 and (ii) the quotient equal to (A) the aggregate excise taxes which would be imposed on Executive under Section 4999 of the Code in connection with a Change in Control of the Company, determined without regard to the provisions of this Section 16, divided by (B) one minus the highest marginal income and excise Tax rate applicable to Executive for the calendar year in which occurred the Change in Control, determined as if all Contingent Payments were paid without regard to the provisions of this Section 16.

Examples of Gross-Up Amount in a sentence

• DocuSign Envelope ID: 641570BA-608D-4F84-9EF7-D42DF0E7E18D 5.18.4 Tax Gross-Up Amount.

• No later than 60 days after the Closing Date, Sellers’ accountants shall determine the amount of Total Shareholder Taxes in accordance with the Reporting Position and taking into account 2012 and 2013 federal income tax rates, as applicable (“Updated Total Shareholder Taxes”) and shall provide to the Sellers’ Representative and Purchaser a calculation of the updated amount of the Additional Shareholder Taxes and the Tax Gross-Up Amount (“Closing Tax Schedule”), along with supporting workpapers.

• Buyer shall pay to Seller the Preliminary Section 338(h)(10) Gross-Up Amount (as determined below) immediately upon receipt of the applicable executed IRS Forms 8023 from Seller; provided that if the Preliminary Section 338(h)(10) Gross-Up Schedule is not final and binding at such time, Buyer shall pay to Seller the Preliminary Section 338(h)(10) Gross-Up Amount (as determined pursuant to the calculation delivered by Buyer) immediately upon receipt of the applicable executed IRS Forms 8023 from Seller.

• At the Closing, the Purchaser shall deposit, by wire transfer of immediately available funds, (i) an amount equal to the Adjustment Escrow Amount into the Adjustment Escrow Account, (ii) an amount equal to the Indemnity Escrow Amount into the Indemnity Escrow Account, and (iii) an amount equal to the Gross-Up Amount, in each case to be maintained by the Escrow Agent in accordance with the Escrow Agreement.

• The Additional Shareholder Taxes and the Tax Gross-Up Amount are collectively referred to as the “Total Shareholder Taxes”.

More Definitions of Gross-Up Amount

Gross-Up Amount shall have the meaning provided in Section 4.04(a).

Gross-Up Amount shall have the meaning set forth in Section 16.

Gross-Up Amount means an amount, after the payment of federal, state and local income tax on such amount, that is necessary to pay the federal, state and local income tax on the taxable payments for such calendar year. For purposes of determining the Gross-Up Amount, Executive shall be considered to pay federal, state and local income taxes at the highest marginal rate, net of the maximum reduction in federal income taxes that could be obtained from the deduction of state and local taxes.

Gross-Up Amount means the amount, if any, due by the Company to any Person with respect to the consummation of the Transactions pursuant to the Gross-Up Agreements.

Gross-Up Amount means an amount equal to the federal, state and local income taxes payable by a Holder as the result of the receipt of an amount equal to the Current Tax Cost and the Gross-up Amount, as applicable, calculated in a manner consistent with and using the same capital gain tax rates used for the calculation of current Tax Cost.

Gross-Up Amount has the meaning given to such term in Section 4(b) hereof.

Gross-Up Amount means, in relation to any amount payable hereunder which is subject to VAT payable by its recipient, such amount by which the relevant payment shall be increased so that, upon payment of such VAT, the recipient would keep such amount of payment as if such VAT was not payable or paid;