Gross-Up Payments definition

Gross-Up Payments shall have the meaning set forth in Section 3.10 hereof.
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Gross-Up Payments means payment to a Holder of shares of MuniPreferred of an amount which, when taken together with the aggregate amount of Taxable Allocations made to such Holder to which such Gross-up Payment relates, would cause such Holder’s dividends in dollars (after Federal income tax consequences) from the aggregate of such Taxable Allocations and the related Gross-up Payment to be equal to the dollar amount of the dividends which would have been received by such Holder if the amount of such aggregate Taxable Allocations would have been excludable from the gross income of such Holder. Such Gross-up Payment shall be calculated (i) without consideration being given to the time value of money; (ii) assuming that no Holder of shares of MuniPreferred is subject to the Federal alternative minimum tax with respect to dividends received from the Fund; and (iii) assuming that each Taxable Allocation and each Gross-up Payment (except to the extent such Gross-up Payment is designated as an exempt-interest dividend under Section 852(b) (5) of the Code or successor provisions) would be taxable in the hands of each Holder of shares of MuniPreferred at the maximum marginal regular Federal individual income tax rate applicable to ordinary income or net capital gains, as applicable, or the maximum marginal regular Federal corporate income tax rate applicable to ordinary income or net capital gains, as applicable, whichever is greater, in effect at the time such Gross-up Payment is made.
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Gross-Up Payments are attributable; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Corporation shall pay to Executive on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the applicable federal rate provided in Section l274(d) of the Code) as soon as the amount thereof can be determined by the C.P.A., but in no event later than forty-five (45) days after payment of such Parachute Payments.
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Examples of Gross-Up Payments in a sentence

  • 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 hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder.

  • 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 hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder.

  • 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 hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder.

  • 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 hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder.

  • As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder.

  • The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment.

  • As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder.

  • As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder.

  • 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 hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder.

  • The existence of any Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payments in accordance with the Determination.


More Definitions of Gross-Up Payments

Gross-Up Payments. In the event that Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇omes entitled to receive a payment pursuant to this Agreement (a "Payment"), and is entitled to a Gross-Up for such Payment pursuant to a specific provision of this Agreement, then no later than the fifth day following the date (the "Payment Date") on which Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇omes entitled to receive such Payment, the Company shall pay to Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇itional amounts (the "Gross-Up Payments") such that the net amount retained by Mr. ▇▇▇▇▇▇▇▇▇, ▇▇ter deduction of any Excise Tax (within the meaning of Section 4999 of the Internal Revenue Code, the "Code"), or federal, state or local income tax on the aggregate Payments received (or that Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ become entitled to receive) as of the Payment Date plus any federal, state or local income tax and any Excise Tax upon the Gross-Up Payments (after taking into account all Gross-Up Payments previously made), shall be equal to the amount Mr. ▇▇▇▇▇▇▇▇▇ ▇▇ entitled to receive under the definition of such Payment. For the purposes of determining whether any Payment will be subject to Excise Tax and the amount of such Excise Tax, (i) all amounts received or to be received by Mr. ▇▇▇▇▇▇▇▇▇ ▇▇ connection with a Change of Control (as defined in Section 9A(i), below) shall be treated as "parachute payments" within the meaning of Section 28OG(b)(2) of the Code, and all excess "parachute payments" within the meaning of Section 28OG(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that in the written opinion of independent tax counsel selected by the Company's independent auditors (the "Tax Counsel") which opinion shall be obtained at the Company's expense, any such payments or benefits (in whole or in part) do not constitute parachute payments or excess parachute payments (in whole or in part), or represent reasonable compensation for personal services to be rendered or actually rendered before the Change of Control in excess of the base amount, within the meaning of Section 280(b)(4)(B) of the Code; and (ii) the value of any non-cash benefit or any deferred cash payment included in the Payments shall be determined by the Company's independent auditors in accordance with the principles of Section 28OG(d)(3) and (4) of the Code. For purposes of determining the amount of each Gross-Up Payment, Mr. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in effect during the calendar year in which...
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Gross-Up Payments is hereby deleted in its entirety and replaced with the following.
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Gross-Up Payments shall have the meaning set forth in (S)2.15(a) hereof. -----------------
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Related to Gross-Up Payments

  • Gross-Up Payment shall have the meaning set forth in Section 6.2 hereof.

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

  • Aggregate Payments means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Total Payments means those payments so described in Section 6.2 hereof.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).