Common use of Gross-Up Payments Clause in Contracts

Gross-Up Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it will be determined that any payments or distributions by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments required under this Section 3) (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Gross-Up Payments. (ai) Anything in this Agreement to the contrary notwithstanding, in In the event it will shall be determined that in connection with the transactions contemplated by this Agreement, any payments payment, acceleration of vesting or distributions by the Company distribution of any type to or for the benefit of any Company Employee listed on Schedule 7.05(b) to the Executive (Company Disclosure Schedule, whether paid or payable or distributed or distributable pursuant to any Benefit Plan or otherwise (the terms of this Agreement or otherwise"Total Payments"), but determined without regard to any payments required under this Section 3) (collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive will such Company Employee shall be entitled to receive from Parent an additional payment (a “"Gross-Up Payment”") in an amount such that, that after payment by the Executive such Company Employee of all taxes (and including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive such Company Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

Gross-Up Payments. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it will shall be determined that any payments payment or distributions distribution by the Company Corporation or its affiliated companies, or their respective successors, to or for the benefit of the Executive (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 33.3(e)) (collectively, the “Payments”"Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive will shall be entitled to receive an additional payment (a “the "Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), including 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 Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Gross-Up Payments. (a1) Anything in this Agreement to the contrary notwithstanding, in the event it will shall be determined that any payments payment, distribution or distributions other benefit (including, without limitation, any acceleration of vesting of any benefit) provided by the Company or its Affiliates to or for the benefit of the Executive (a "Payment") (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments Gross-up Payment required under this Section 3) (collectively, the “Payments”6) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penaltiespenalties imposed in respect thereto, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) Payment in an amount such that, that after payment by the Executive of all taxes, including, without limitation, any income, employment, and excise taxes (and any interest or and penalties imposed with respect to such taxesthereto), including any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Payment leaves Executive retains an a net amount of from the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment.

Gross-Up Payments. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it will shall be determined that any payments payment or distributions distribution by the Company Corporation or its affiliated companies, or their respective successors, to or for the benefit of the Executive (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 34.3(d)) (collectively, the “Payments”"Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive will shall be entitled to receive an additional payment (a “the "Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), including 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 Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

Gross-Up Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it will be determined that any payments or distributions by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any payments required under this Section 3) (collectively, the “"Payments”") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive 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 Executive will be entitled to receive an additional payment (a “"Gross-Up Payment”") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.