Income Tax Gross Up Sample Clauses

Income Tax Gross Up. A. In the event that interconnection customer does not establish to EDC’s satisfaction within 15 days of the execution of this Agreement (the “Specified Date”) that the Paid Amounts are or will be non-taxable, interconnection customer shall increase the amount of the Security Deposit to include any amounts described under this Section 1.4 regarding income tax gross-up. B. The required increase in the Security Deposit shall equal the amount necessary to permit EDC to pay all applicable income taxes (“Current Taxes”) on the amounts to be paid by interconnection customer under this Agreement after taking into account the present value of future tax deductions for depreciation that would be available as a result of the anticipated payments or property transfers (the “Present Value Depreciation Amount”), with respect to such amounts. For this purpose, Current Taxes shall be computed based on the composite federal and state income tax rates applicable to EDC at the time the Security Deposit is increased, determined using 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 EDC’s anticipated tax depreciation deductions associated with such payments or property transfers by its current weighted average cost of capital. EDC may draw on the Security Deposit on a quarterly basis based on the Paid Amounts received by EDC. C. Interconnection customer must provide the increase in the Security Deposit, in a form and with terms as acceptable to EDC, within 15 days of the Specified Date unless EDC notifies interconnection customer otherwise. The requirement for the increase in the Security Deposit under this Paragraph shall be treated as a milestone for purposes of Attachment 3 of this Agreement. D. Each Party shall cooperate with the other to maintain the other Party’s tax status. Nothing in this Agreement is intended to adversely affect any entity’s tax exempt status with respect to the issuance of bonds including, but not limited to, local furnishing bonds. E. In the event, and to the extent, (i) EDC subsequently determines that amounts for which interconnection customer has paid EDC are non-taxable, and (ii) EDC successfully obtains a refund of federal and/or state income tax originally paid with respect to such amounts, EDC shall timely return such amounts to the interconnection customer. For purposes hereof, EDC may make such a determination in light of subsequent I...

Income Tax Gross Up. To the extent that any payments made by the Company to the Executive pursuant Sections 3(b)(ii)-(iv) or 3(f) of the Agreement are included in the Executive’s taxable compensation and are not otherwise deductible by the Executive under the Code, the Company shall pay the Executive a lump sum amount which shall, after payment of all applicable income taxes thereon, be sufficient to reimburse the Executive for any applicable income taxes imposed on such taxable compensation.

Income Tax Gross Up. All payments and property transfers by New Service Upgrade Customer and Transmission Owner in connection with the installation of the Direct Assignment Facilities or Customer-Funded Upgrades, identified in Appendix I to this Upgrade CSA, shall be made on a fully grossed-up basis. This means that New Service Upgrade Customer will pay Transmission Owner an amount equal to (1) the current taxes imposed on Transmission Owner (“Current Taxes”) on the excess of (a) the amount of any payments and the fair market value of any property transferred to Transmission Owner by New Service Upgrade Customer under this Upgrade CSA in connection with the installation of the Direct Assignment Facilities or Customer-Funded Upgrades, identified in Appendix I to this Upgrade CSA, (without regard to any payments under this Article) (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 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 Transmission Owner’s composite federal, State, and local tax rates at the time the payments or property transfers are received and 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 Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating New Service Upgrade Customer’s liability to Transmission Owner pursuant to this Article can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). The estimated tax gross-up payments with respect to the facilities, identified in Appendix I to this Upgrade CSA, are stated in Appendix I.

Income Tax Gross Up. If Project Developer is an entity other than Virginia Electric and Power Company, the provisions of section 19.4 shall be applicable.

Income Tax Gross Up. In the event that the Executive becomes entitled to payments and/or benefits which would constitute "parachute payments" within the meaning of section 280G of the Code, the provisions of Exhibit B will apply.

Income Tax Gross Up. Executive shall be entitled to a personal income tax gross-up on any federal, state and local taxable income arising from the benefits provided to him under Section 6(d) above.

Income Tax Gross Up. To the extent that any payments made by the Company to the Executive pursuant Section 3(f) of the Agreement are included in the Executive’s taxable compensation and are not otherwise deductible by the Executive under the Code, Company shall pay the Executive a lump sum amount which shall, after payment of all applicable income taxes thereon, be sufficient to reimburse the Executive for any applicable income taxes imposed on such taxable compensation. Notwithstanding any other provision of this Agreement, (i) no such payment shall be made if the Executive does not submit a timely request for such payment and (ii) such payment must be made on or before the last day of the Executive’s taxable year following the taxable year in which the applicable taxes shall have been paid by the Executive.

Income Tax Gross Up. All payments payable under this agreement whether principal, interest or otherwise shall be paid in full, free and clear of any present or future taxes, levies, imposts, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction or condition or deduction whatsoever. If any Borrower is compelled by law to make any deduction or withholding it will ensure that the same does not exceed the minimum liability therefor and will promptly pay Lender such additional amount as will result in the net amount received by Lender being equal to the full amount which would have been receivable had there been no deduction or withholding.

Income Tax Gross Up. STAAR shall pay to the Executive, within thirty (30) days after a termination subject to this Section 5.10, an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Applicable Income Taxes payable by the Executive with respect to any Severance Payments, and including any Applicable Income Tax upon such Gross-Up Payment, is equal to the amount that would have been retained by the Executive if such Applicable Income Taxes were not applicable, as determined by the accounting firm serving as STAAR’s independent auditors immediately prior to the Change in Control. “Applicable Income Taxes,” for purposes of this Section 5.10(c), means, collectively, any U.S. Income Tax (including federal, state or local taxes) and/or non-U.S. income tax applicable to the Executive, but excludes any excise taxes, including without limitation, any excise tax payable pursuant to Section 280G.

Income Tax Gross Up. In the event the grant of Restricted Shares becomes taxable for federal or state income tax purposes ("Income Tax") upon expiration of the Restricted Period, the Bank shall pay to the Grantee an additional amount ("Gross Up") equal to the amount equal to the sum of (i) of any Income Tax incurred by the Grantee as a result of the inclusion of the fair market value of Restricted Shares in the Grantee's income under Section 83 of the Internal Revenue Code and (ii) any Income Tax upon the Gross Up. For purposes of determining the amount of the Gross Up, the Grantee shall be deemed to pay Income Taxes at the highest marginal rate of taxation in the calendar year in which the Restricted Shares become taxable. The determination of whether such Income Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Bank. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Income Tax so determined. The amount shall be paid by the Bank in one lump cash sum within 30 days of such computation, provided that the Bank may withhold from such payment such amount as is necessary to satisfy any applicable federal, state or local tax withholding requirements imposed on the Bank or the Company arising in connection with the Restricted Shares and/or the Gross Up.