Grossed-Up Basis definition

Grossed-Up Basis means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment, will equal the specified sum.

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Grossed-Up Basis is defined in Section 13.4(c)(ii) of the Participation Agreement.

Grossed-Up Basis shall have the meaning provided in Section 7.4 of the Participation Agreement.

Examples of Grossed-Up Basis in a sentence

• The Lessee shall not be required to make any additional payment to or on behalf of an Indemnitee with respect to any Withholding Tax, except that the Lessee agrees to indemnify, protect, defend and hold harmless the Indemnitees, on a Grossed-Up Basis, against Withholding Taxes described in paragraphs (1) and (2) of this Section 7.2(a)(iii).

• Any payment that the Lessee shall be required to make to or for the account of any Indemnitee with respect to any Tax that is subject to indemnification under this Section 7.2 shall be paid on a Grossed-Up Basis under Section 7.4 of this Agreement.

• If the Lessor sells, transfers or assigns a Participation pursuant hereto, the Lessor hereby agrees to indemnify, protect, defend and hold harmless the Lessee, on a Grossed-Up Basis, against any United States federal or state Withholding Tax which may arise from its Participation, except to the extent such Withholding Tax is imposed on the Lessee as a result of the fraud, gross negligence or willful misconduct of the Lessee.

• Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

• Lessee shall pay and assume liability for, and does hereby agree to indemnify, protect and defend the Equipment and the other Lessee Collateral and all Indemnitees, and hold the Equipment and the other Lessee Collateral and all Indemnitees harmless against, all Impositions on an Grossed-Up Basis.

More Definitions of Grossed-Up Basis

Grossed-Up Basis means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment and after taking into account the Tax benefit of any deductions attributable to such Taxes and/or payments that are currently available to the recipient of such payment, will equal the specified sum;

Grossed-Up Basis shall have the meaning provided in Section 11.6.

Grossed-Up Basis shall have the meaning provided in Section 11.6. LSI Logic Corporation Lease A

Grossed-Up Basis means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment, will equal the specified sum. For this purpose, Taxes are to be calculated at the maximum statutory rate applicable to the recipient of such payment for the relevant year after taking into account, for example, the effect of deductions available for interest paid or accrued and Taxes such as state and local income taxes, which effect similarly would be calculated on the basis of the maximum statutory rate of the Tax for which such deduction was available.

Grossed-Up Basis is defined in Section 12.5(c)(ii) of the Participation Agreement.

Grossed-Up Basis means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment, will equal such specified sum. For this purpose, Taxes are to be calculated at the maximum statutory rate applicable to the Purchaser or any Seller (as applicable) for the relevant year, after taking into account, for example, the effect of deductions available for interest paid or accrued and Taxes such as state and local income Taxes, which effect shall similarly be calculated on the basis of the maximum statutory rate of the Tax for which such deduction was available. Grossed-Up Basis shall be determined by treating any indemnification payment hereunder as an adjustment to Purchase Price, pursuant to Section 11.9 unless required to do so by a Taxing Authority following reasonable best efforts to contest any attempted classification as other than an adjustment to Purchase Price.

Grossed-Up Basis is defined in Section 13.4(c)(ii) of the Transaction Agreement.