Gross Up Rights Sample Clauses

Gross Up Rights. (a) If at any time after Closing, the Company issues or proposes to issue any Voting Securities or any Participating Preferred Stock, whether (i) for financing, (ii) in connection with mergers and acquisitions, (iii) in connection with the exercise of Convertible Rights, (iv) upon the exercise of any option, warrant, stock appreciation right or other similar instrument granted to officers, directors, employees, consultants or others, (v) in the form of restricted shares or similar instruments, (vi) or otherwise, Buyer shall have the option and right to acquire such Voting Securities so that immediately after such issuance Buyer shall Beneficially Own the same Ownership Percentage of such Voting Securities as was Beneficially Owned by Buyer and its Affiliates before such issuance and to acquire its Ownership Percentage of any such Participating Preferred Stock in the manner described below; provided that any capital stock acquired by Buyer or its Affiliates in connection with any Required Purchase shall not be taken into account for purposes of the calculations required by this Section 2.04(a); and provided further that, in the case of any securities (except for any Participating Preferred Stock which are also Voting Securities) described in clause (ii) of the definition of Voting Securities, Buyer’s rights under this Section shall arise upon any conversion or exchange of such Voting Securities for securities entitled, in the ordinary course, to vote in the election of Directors of the Company, rather than upon the issuance thereof. (b) Prior to issuing any Voting Securities or Participating Preferred Stock (other than issuances pursuant to clauses (iii), (iv) and (v) of Section 2.04(a)), the Company shall provide Buyer with ten Business Days’ prior written notice (or if such notice period is not possible under the circumstances, such prior notice as is practicable) of the proposed issuance. Buyer, acting directly or through its Affiliates, shall have the right, exercisable by providing written notice to the Company of the exercise of its rights within ten days after receipt of the Company’s notice, to purchase for cash directly from the Company (i) up to a sufficient number of such Voting Securities so that, after giving effect to such issuance, Buyer and its Affiliates will Beneficially Own the same Ownership Percentage as was Beneficially Owned by Buyer and its Affiliates immediately prior to the issuance of such Voting Securities or (ii) its Ownership P...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Gross Up Rights. (a) For so long as Castle Creek, together with its Affiliates and, for purposes of this Section 4, persons who share a common discretionary investment advisor with Castle Creek, owns 4.9% or more of all of the outstanding shares of Common Stock (calculated as described below), if at any time after the date hereof the Company makes any public or nonpublic offering or sale of any equity (including Common Stock, Series A Preferred Stock, Non-Voting Common Stock or restricted stock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as, an “equity kicker”) (including any hybrid security) but excluding Permitted Issuances (defined below) (any such security, a “New Security”), Castle Creek shall be entitled to purchase an aggregate amount of the offered New Security determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the total number of shares of Common Stock then held by Castle Creek (counting for such purposes all shares of Common Stock into or for which any securities owned by the Purchaser are directly or indirectly convertible or exercisable, including the Series A Preferred Stock and the Non-Voting Common Stock), if any, and the denominator of which is the total number of shares of Common Stock then outstanding (counting for such purposes all shares of Common Stock into or for which any securities owned by Castle Creek are directly or indirectly convertible or exercisable, including the Series A Preferred Stock and the Non-Voting Common Stock). Notwithstanding anything herein to the contrary, in no event shall Castle Creek have the right to purchase New Securities hereunder to the extent such purchase would result in Castle Creek, together with any other person whose Company securities would be aggregated with Castle Creek’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by Castle Creek) would represent more than 4.9% (or, upon written notice from Castle Creek to the Company, such greater percentage as may be permitted following such Purchaser’s receipt of regulatory non-objection under the Change in Bank Control Act of 1978, as amended) of the voting securities (subject to receipt of any regulatory approvals ...
Sample 1Sample 2
Gross Up Rights. Purchaser’s rights under Section 4.11 of the Prior Agreement shall be incorporated by reference into this Agreement with respect to the Securities and the Securities shall be included as securities held by Purchaser in any calculation of the amount of New Securities (as defined in the Prior Agreement) that the Gross-Up Entity (as defined in the Prior Agreement) shall be entitled to purchase pursuant to Section 4.11 of the Prior Agreement. For the avoidance of doubt, as a result of the foregoing, the fraction referred to in clause (y) of the last sentence in Section 4.11(a) of the Prior Agreement shall be deemed to refer to a fraction, the numerator of which is the number of shares of Common Stock held by Purchaser (including Common Stock issued upon conversion of any Company Preferred Stock acquired pursuant to the Prior Agreement and Common Stock acquired pursuant to this Agreement) plus the number of shares of Common Stock represented by the Company Preferred Stock and Warrants issued pursuant to the Prior Agreement and held by Purchaser on an as-converted or as-exercised basis, as the case may be, and the denominator of which is the number of shares of Common Stock then outstanding plus the number of shares of Common Stock represented by the Company Preferred Stock and the Warrants issued pursuant to the Prior Agreement and held by Purchaser on an as-converted or as-exercised basis, as the case may be.
Sample 1Sample 2
Gross Up Rights. 10.1 If at any time after Closing and until the earlier of (a) the first date upon which Buyer no longer beneficially owns Seller Common Stock representing at least 4.9% of the issued and outstanding shares of Seller Common Stock immediately prior to an issuance contemplated under this Section 10.1, or (b) the date of any breach by Buyer of any obligation under this Agreement, Seller issues or proposes to issue any Seller Common Stock or any or securities convertible into shares of Seller Common Stock, Buyer shall have the option and right to acquire such number of shares of Seller Common Stock so that immediately after such issuance Buyer shall beneficially own the same percentage of such Seller Common Stock on an as converted basis as was beneficially owned by Buyer before such issuance. 10.2 Prior to issuing any Seller Common Stock or any securities convertible into shares of Seller Common Stock (other than issuances pursuant to Section 10.3), Seller shall provide Buyer with ten business days’ prior written notice (or if such notice period is not possible under the circumstances, such prior notice as is practicable) of the proposed issuance. Buyer shall have the right, exercisable by providing written notice to Seller of the exercise of its rights within ten days after receipt of Seller’s notice, to purchase for cash directly from Seller up to a sufficient number of such Seller Common Stock so that, after giving effect to such issuance, Buyer will beneficially own the same percentage of such Seller Common Stock on an as converted basis as was beneficially owned by Buyer before such issuance. The purchase price for any Seller Common Stock purchased by Buyer pursuant to this Section 10.2 will be the price at which Seller issues such Seller Common Stock or any securities convertible into shares of Seller Common Stock to other shareholders or third parties. Seller shall provide such information, to the extent reasonably available, relating to any non-cash consideration as Buyer may reasonably request in order to evaluate any non-cash consideration paid in respect of any issuance pursuant to this Section 10.2. If, in connection with any issuance by Seller covered by this Section 10.2, Buyer gives notice of its intent to exercise its option under this Section 10.2 but has not purchased the securities subject thereto within 60 days thereafter for reasons not primarily related to actions or omissions of Seller or the absence of any approvals or consents or the ...
Sample 1
Gross Up Rights. 13.1 Subject to applicable securities laws, other than the offering registered in the S-1 Registration Statement, Investor shall have the right to purchase its pro rata share of all Equity Securities, as defined below, that Issuer may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 13.5 hereof. Investor’s pro rata share is equal to the ratio of (a) the total number of outstanding shares of Issuer Common Stock that such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the outstanding Issuer Common Stock (including all shares of Issuer Common Stock issued or issuable upon conversion of any securities convertible into Issuer Common Stock or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall include (i) any Issuer Common Stock, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, Issuer Common Stock (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Issuer Common Stock, and (iv) any such warrant or right. 13.2 If Issuer proposes to issue any Equity Securities, it shall give Investor written notice of its intention, describing the Equity Securities and the price and the terms and conditions upon which Issuer proposes to issue the same. Investor shall have ten (10) days from the receipt of such notice (the “Offer Period”) to notify Issuer in writing that it intends to exercise its Gross-Up Right and as to the amount of Equity Securities Investor intends to purchase, up to the maximum calculated in accordance with Section 13.1 (the “Designated Securities”); provided, however, that if providing Investor ten (10) days’ notice to respond is not practicable, Issuer may provide an earlier deadline for Investor to respond to such notice but giving Investor the maximum number of days to respond as is practicable. Such notice shall constitute a non-binding indication of interest of Investor to purchase the amount of Designated Securities specified by Investor (or a proportionately lesser amount if the amount of Equity Securities to be offered if such offering of Equity Securities is subsequently reduced) at the price (or range of prices) and other terms set forth in ...
Sample 1
Gross Up Rights. (a) For so long as the Investor beneficially owns, together with its Affiliates, at least 6.0% of the outstanding shares of Common Stock of the Company at any time after the date hereof, then if the Company makes any public or nonpublic offering or sale of any equity security (including Common Stock, preferred stock or restricted stock), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as, an "equity kicker") (including any hybrid security) (any such security, a "New Security") (other than (i) any Common Stock or other securities (1) issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof (2) issuable pursuant to the transactions contemplated by this Agreement; (ii) pursuant to the granting or exercise of employee stock options or other stock incentives pursuant to the Company's stock incentive plans approved by the Board of Directors, either before or after the date of this Agreement, or the issuance of stock pursuant to the Company's employee stock purchase plan, or director stock purchase plans approved by the Board of Directors or all other similar plans where stock is being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation, deferral of fees or other compensation; or (iii) issuances of capital stock as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then the Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Certificate of Incorporation and bylaws of the Company, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities. The amount of New Securities that the Investor shall be entitled to purchase in the aggregate shall be determined by multi...
Sample 1
Gross Up Rights. The Gross-Up Rights provided for in Section 4.7 of the Purchase Agreement are assigned to and shall become the rights of the Assignees severally, in the proportions set forth on Schedule A hereto.
Sample 1
AutoNDA by SimpleDocs
Gross Up Rights 
Sample 1Sample 2Sample 3See All (70)

Related to Gross Up Rights

  • Gross-Up All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

  • Gross-Up Payments If all or any portion of any payment or benefit that the Employee is entitled to receive from the Company pursuant to this Agreement (a "Payment") constitutes an "excess parachute payment" within the meaning of Section 280G of the Code, and as such is subject to the excise tax imposed by Section 4999 of the Code or to any similar Federal, state or local tax or assessment (the "Excise Tax"), the Company or its successors or assigns shall pay to the Employee an additional amount (the "Gross-Up Payment") with respect to such Payment. The amount of the Gross-Up Payment shall be sufficient that, after paying (a) any Excise Tax on the Payment, (b) any Federal, state or local income or employment taxes and Excise Tax on the Gross-Up Payment, and (c) any interest and penalties imposed in respect of the Excise Tax, the Employee shall retain an amount equal to the full amount of the Payment. For the purpose of determining the amount of any Gross-Up Payment, the Employee shall be deemed to pay Federal income taxes at the highest marginal rate applicable in the calendar year in which the Gross-Up Payment is made, and state and local income taxes at the highest marginal rate applicable in the state and locality where the Employee resides on the date the Gross-Up Payment is made, net of the maximum reduction in Federal income taxes that could be obtained from deducting such state and local taxes. The Gross-Up Payment with respect to any Payment shall be paid to the Employee within ten (10) days after the Internal Revenue Service or any other taxing authority issues a notice stating that an Excise Tax is due with respect to the Payment, unless the Company undertakes to challenge the taxing authority on the applicability of such Excise Tax and indemnifies the Employee for (a) any amounts ultimately determined to be payable, including the Excise Tax and any related interest and penalties, (b) all expenses (including attorneys' and experts' fees) reasonably incurred by the Employee in connection with such challenge, as such expenses are incurred, and (c) all amounts that the Employee is required to pay to the taxing authorities during the pendency of such challenge (such amounts to be repaid by the Employee to the Company if they are ultimately refunded to the Employee by the taxing authority).

  • Gross Up for Taxes If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.

  • Gross-Up Payment Notwithstanding anything to the contrary in this Agreement (but subject to the remaining provisions of this Section 8.01), in the event that any payment, benefit or distribution by the Company to or for the benefit of Employee, whether paid, payable, provided, distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to Employee an additional payment (a “Gross-up Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Employee retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon all Payments except for the Cobalt Equity Payments. Notwithstanding the provisions of the preceding sentence, if it shall be determined that Employee is entitled to the Gross-up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-up Payment shall be made to Employee and the amounts payable under Article 6 shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable under Article 6, if applicable, shall be made by reducing Payments payable hereunder (including reducing a Payment to zero) in the order in which such Payments would be made (beginning with such Payment that would be made first in time and continuing, to the extent necessary, through to such Payment that would be made last in time). For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under Article 6 (and no other Payments) shall be reduced. If the reduction of the amount payable under Article 6 would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, then no amounts payable under Article 6 shall be reduced pursuant to this Section 8.01. The Company’s obligation to make a Gross-up Payment under this Section 8.01 shall not be conditioned upon Employee’s termination of employment. The Gross-up Payment attributable to a particular Payment shall be made at the time such Payment is made; provided, however, that in no event shall the Gross-up Payment be made later than the end of Employee’s taxable year next following Employee’s taxable year in which Employee remits the related taxes. The Company and Employee shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment.

  • Excise Tax Gross-Up If Executive becomes entitled to one or more payments (with a "payment" including the vesting of restricted stock, a stock option, or other non-cash benefit or property), whether pursuant to the terms of this Agreement or any other plan or agreement with the Company or any affiliated company (collectively, "Change of Control Payments"), which are or become subject to the tax ("Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to Executive at the time specified below such amount (the "Gross-up Payment") as may be necessary to place Executive in the same after-tax position as if no portion of the Change of Control Payments and any amounts paid to Executive pursuant to this paragraph 5(c) had been subject to the Excise Tax. The Gross-up Payment shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax. For purposes of determining the amount of the Gross-up Payment, Executive shall be deemed: (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the year in which the Gross-up Payment is to be made; and (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, Executive shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to Executive or otherwise realized as a benefit by Executive) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been used in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up Payment is made, the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. The Gross-up Payment provided for above shall be paid on the 30th day (or such earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been determined that the Change of Control Payments (or any portion thereof) are subject to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined by counsel or auditors selected by the Company and reasonably acceptable to Executive, of the minimum amount of such payments. The Company shall pay to Executive the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). The Company shall have the right to control all proceedings with the Internal Revenue Service that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest or penalties thereon); provided, however, that the Company's control over any such proceedings shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority. Executive shall cooperate with the Company in any proceedings relating to the determination and assessment of any Excise Tax and shall not take any position or action that would materially increase the amount of any Gross-up Payment hereunder.

  • Tax gross-up (a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor. (c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Tax Gross Up and Indemnities Definitions In this Agreement:

  • Grossing-up for taxes If the Borrower is required by law to make a tax deduction from any payment: (a) the Borrower shall notify the Agent as soon as it becomes aware of the requirement; (b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; (c) the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!