Tax Gross-Up definition

Tax Gross-Up shall have the meaning set forth in Section 8(d)(vi) below.

Tax Gross-Up means, with respect to any particular Indemnity Payment, such additional amount as is necessary to place the Indemnified Party in the same after-tax position as it would have been in had such Indemnity Payment been received tax free by the Indemnified Party. The Tax Gross-Up amount will be calculated by using the applicable combined federal and provincial income tax rate and/or the foreign tax rate applicable to the Indemnified Party and, except as provided in Section 6.08, without regard to any losses, credits, refunds or deductions that the Indemnified Party may have that could affect the amount of Tax payable on any such Indemnity Payment;

Tax Gross-Up. Defined. The term "tax gross-up" means the sum of the (i) excise tax imposed on the Executive's Severance Benefits pursuant to Sections 280G and 4999 of the Code, plus (ii) federal, state and local income taxes payable by the Executive with respect to the Company's payment of such excise tax, plus (iii) federal, state and local employment taxes payable by the Executive with respect to the Company's payment of such excise tax, plus (iv) iterations of income and employment taxes on (ii) plus (iii).

Examples of Tax Gross-Up in a sentence

• Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determined that the Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Excise Tax Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount.

• In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such withholding.

• The Company's obligation to make Excise Tax 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 at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Tax 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.

• In determining this amount, the amount of the Excise Tax Gross-Up Payment attributable to federal income taxes shall be reduced by the maximum reduction in federal income taxes that could be obtained by the deduction of the portion of the Excise Tax Gross-Up Payment attributable to state and local income taxes.

More Definitions of Tax Gross-Up

Tax Gross-Up means the tax gross-up amount set forth in Section 3.4 below.

Tax Gross-Up means an additional amount (the “Additional Payment”) such that the cost of any coverage and benefits provided pursuant to this Section 5(a)(iii), after deduction of any Tax and Expenses related thereto (as defined below) and Tax and Expenses imposed upon the Additional Payment, does not exceed the amount set forth above in this Section 5(a)(iii). The term “Tax and Expenses” means any federal, state KC-1485546-2 - 11 - and local income and employment tax, together with any interest or penalties imposed with respect to such taxes. The Company shall pay the applicable Additional Payment as and when the Tax and Expenses are incurred, subject to Section 10(h). The Additional Payment shall be paid in accordance with Section 409A of the Code, to the extent applicable.

Tax Gross-Up means, in the case of Notes issued by NATIXIS, that NATIXIS will be obliged to pay additional amounts as contemplated by, and in the circumstances specified in, Condition 8, if Tax Gross-up is specified as applicable in the applicable Final Terms.

Tax Gross-Up described in Section 6(b) and (e) means an amount payable to the Executive such that the net amount retained by the Executive, after payment of federal, state and local income taxes, payroll taxes, excise taxes and any other taxes applicable to the Executive on such amount and on the payments made under Section 6(b) and 6(e), as the case may be, shall be equal to the amount of the expense reimbursed or payment made.

Tax Gross-Up means, with respect to any Indemnity Payment, such additional amount (calculated in accordance with the Calculation Method) as is necessary to place the Indemnified Party in the same after tax position as it would have been in had such Indemnity Payment been received tax free; and "Calculation Method" with respect to the calculation of any Tax Gross Up on any Indemnity Payments shall mean that such Tax Gross Up shall be calculated by using the combined Canadian federal and Canadian provincial income tax rate applicable to the Indemnified Party and, except as provided in this paragraph (f), without regard to any losses, credits, refunds or deductions that the Indemnified Party may have which could affect the amount of tax payable on any such Indemnity Payment.

Tax Gross-Up means with respect to any particular Indemnity Payment, such additional amount (calculated in accordance with the Calculation Method) as is necessary to place the Indemnified Party in the same after-tax position as it would have been in had such amount been received tax free;

Tax Gross-Up means, with respect to any particular Indemnity Payment, such additional amount as is necessary to place the Indemnified Person in the same after tax position as it would have been in had such Indemnity Payment been received tax free. The Tax Gross-Up amount will be calculated by using the applicable combined federal and provincial income tax rate and/or the foreign tax rate applicable to the Indemnified Person and, except as provided in Section 6.5“Tax Effect”, without regard to any losses, credits, refunds or deductions that the Indemnified Person may have that could affect the amount of tax payable on any such Indemnity Payment;