GROSS UP OF PAYMENTS Sample Clauses

GROSS UP OF PAYMENTS. In the event that any amount required to be paid or distributed to the Executive pursuant to this Agreement shall constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor statutory provision ("Excess Parachute Payments") and the aggregate of such parachute payments and any other amounts otherwise required to be paid or distributed to the Executive by the Company would cause the Executive to be subject to the excise tax on excess parachute payments under Section 4999 of the Code (the "Excise Tax"), or any successor or similar provision thereof, the Company shall pay to the Executive such additional amounts as are necessary so that, after taking into account any tax imposed by such Section 4999 or any successor statutory provision, only on any Net Excess Parachute Payments, as well as on payments made pursuant to this sentence, and any federal or state income taxes payable as a result of any payments due to the Executive pursuant to this sentence, the Executive is in the same after-tax position the Executive would have been in if such Section 4999 or any successor statutory provision did not apply and no payments were made pursuant to this sentence.

GROSS UP OF PAYMENTS. All payments must be made by the Borrower withoutsetoffor counterclaimandfreeandclearofall deductions, including (without limitation) withholding taxes. If the Borrower is compelled by law or regulation to deduct any such amount, the amount payable hereunder will be automatically increased so that the net amount after allowing for such deduction would be equal to the amount which would have been payable if no such deduction had arisen.

GROSS UP OF PAYMENTS. (a) The provisions of Section 3.7 shall be applicable only prior to the Company's consummation of an underwritten initial public offering (an "IPO"). If any of the payments or benefits received or to be received by Executive pursuant to Section 3.6 hereof in connection with a Change of Control (all such payments and benefits, excluding the Gross-Up Payment provided for in this Section 3.7, being hereinafter referred to as the "Total Payments") will be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes incurred by the Executive in connection with payment of the Gross-Up Payment, shall be equal to the Total Payments less any federal, state and local income and employment taxes incurred on the Total Payments. The provisions of this Section 3.7 shall terminate and no longer be applicable upon a closing of an IPO. (b) For purposes of determining whether any of the payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Paym...

GROSS UP OF PAYMENTS. If any Payment gives rise, directly or indirectly, to liability on the part of the Executive for excise tax under Section 4999 of the Internal Revenue Code, Invacare shall make additional cash payments to the Executive, from time to time and at the same time, as any Payment constituting an excess parachute payment is paid or provided to the Executive (or as soon thereafter as is practicable and, in any event, no later than March 15 of the calendar year which follows the calendar year in which the excess parachute payment was made or provided to the Executive), in such amounts as are necessary to put the Executive in the same position, after payment of all federal, state, and local taxes (whether income taxes, excise taxes under Section 4999 of the Code or otherwise, or other taxes), as the Executive would have been in after payment of all federal, state, and local income taxes if the Payments had not given rise to an excise tax under Section 4999 of the Internal Revenue Code.

GROSS UP OF PAYMENTS. Each Guarantor agrees that all sums payable by it under this Guarantee shall be paid to Fortune in full without set-off or counterclaim and free of any present or future taxes, levies, duties, charges, fees, withholdings or deductions (together referred to as Deductions) which would not have been imposed if such payments had been made by Gxxxx Xxxxx, and, if either Guarantor is compelled by law to make any Deductions, that Guarantor will within three (3) Business Days of Fortune's demand, gross up the payment so that the net sum received by Fortune is equal to the full amount which Fortune would have received had no such Deductions been made.

GROSS UP OF PAYMENTS. Agree to the gross-up payments by it for taxes and increased costs on terms to be agreed upon between the Lender and OPIC.

GROSS UP OF PAYMENTS. In the event that no Insurance Policy is in place at the time a death benefit is payable to the Executive’s Beneficiary (and as a result, the Compensation-Based Benefit is treated as Income with Respect to a Decedent pursuant to Section 691 of the Code or by any successor provision, by reason of such benefit not being considered to be life insurance proceeds), the Bank shall, in addition to the Compensation-Based Benefit, pay to the Executive’s Beneficiary an amount necessary to ensure that, after the payment of any federal, state, or local taxes imposed as a result of the treatment of the Compensation-Based Benefit as Income with Respect to a Decedent, the Executive’s Beneficiary receives and retains, free from liability for any taxes, a net amount equal to the amount the Executive’s Beneficiary would have received and retained had the Compensation-Based Benefit been considered to be life insurance proceeds. It is intended that the net after-tax Compensation Based Benefit received by the Executive’s Beneficiary, after taking into account the payments made pursuant to this Section 2.4.3, shall be equal to the net Compensation-Based Benefit that the Executive’s Beneficiary would have received if such benefit had not been treated as Income with Respect to a Decedent.

GROSS UP OF PAYMENTS. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Employer or its successor to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9 (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 as amended and the regulations thereunder (the “Code”) or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) Subject to the provisions of this Section 9, all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized firm of accountants selected by the Board (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Employer and the Employee within fifteen (15) business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Employer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Employer to the Employee within five days of the receipt of the ...

GROSS UP OF PAYMENTS. In the event the Company is required by applicable law, decree or regulation to deduct or withhold Company Taxes from any amounts payable under or in respect of this Agreement, the Company shall (i) pay to Vendor such additional amounts as may be required, so that after the deduction or withholding of such Company Taxes, Vendor will receive from the Company on the due date thereof any amount equal to the amount stated to be payable to Vendor under this Agreement had such Company Taxes not been imposed, (ii) make the required deduction or withholding. and (iii) promptly pay the authorities before penalties attached thereto or interest accrued thereon.

GROSS UP OF PAYMENTS. It is the intention of the parties that: (i) the net amount of all Termination Payments retained by the Employee after deduction for and payment of all applicable federal, state and local taxes (the "Withholding Taxes") payable by or on behalf of the Employee shall be equal to the gross amount of the Termination Payments without regard to any such deductions or payments (the "Net Termination Payments") and (ii) the net amount of all other payments or benefits received or to be received by the Employee from the Company or one of its benefit plans as a direct or indirect result of or in connection with a Change in Control or in connection with Termination within one year of a Change in Control, from whatever source other than a Termination Payment (the "Other Payments"), that are or become subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, shall be equal to the gross amount of the Other Payments without regard to deduction or payment or any such Excise Tax.