Tax Gross-Up Amount definition

Tax Gross-Up Amount means such additional amount as is necessary to ensure that the net amount actually received by the Noteholders following the occurrence of a Tax Gross Up Event will equal the full amount that the Noteholders would have received had no such Tax Gross Up Event occurred.

Tax Gross-Up Amount means the sum of (x) an amount equal to all taxes imposed upon Executive under Section 4999(a) of the Internal Revenue Code of 1986, as amended (the "Code"), resulting from payments or other benefits (including, without limitation, accelerated vesting or exercisability of stock rights or options) to Executive under this Agreement being deemed "excess parachute payments," as such term is defined in Section 280(G)(b) of the Code (the "Subject Taxes"), and (y) an amount which will as closely as reasonably practicable approximate any additional income or excise taxes payable by Executive as a result of the payment of the Subject Taxes on behalf of the Executive pursuant to this Agreement.

Tax Gross-Up Amount means the amount necessary to cause the after-Tax net proceeds to the applicable Sellers from the sale of the Equity Interests pursuant to this Agreement to be equal to the after-Tax net proceeds each of Sellers would have received had the Section 338(h)(10) Elections not been made and had each such Seller instead sold stock in Structors, Inc. to Purchaser.

Examples of Tax Gross-Up Amount in a sentence

• In addition to these payments, the Company shall pay the Executive an additional payment in an amount (the "Tax Gross-Up Amount") necessary to cause the net amount of such payment that is retained by the Executive after the calculation and deduction of all federal, state and local income taxes and employment taxes on such payments to be equal to the Executive's income tax attributable to such payments for the Relocation Payment and the Residence Payment.

• The fees and expenses of such accounting firm shall be borne by Buyer unless the change in the Additional Tax Gross-Up Amount is in favor of Buyer by an amount greater than ten percent (10%) of the Additional Tax Gross-Up Amount as set forth in the Additional Tax Gross-Up Notice, in which case Seller shall bear all fees and expenses of the Independent Accountants.

• Regarding the first issue, in all of the documents project name is Kocatepe WPP and for the time being it is not possible to change it.Although it is not given in a written format, stakeholders asked questions about the employment.During the meeting, head of the Örmekuyu Village expressed their support for renewable energy project of Kocatepe WPP.

• If Seller and Buyer are unable to resolve any dispute with respect to the Additional Tax Gross-Up Amount within 45 days following the delivery by Seller of an Additional Tax Gross-Up Notice, such dispute shall be resolved by the Independent Accountants.

• The probabilities of the principal’s outcomes are conditional on the action taken by the agent: Pr(q2|aj) = πj ∀j ∈ {L, H}, where πH > πL, which implies that the higher outcome is a better signal for high effort.

More Definitions of Tax Gross-Up Amount

Tax Gross-Up Amount means an amount to compensate a Participant's Beneficiary for federal, state and local income and employment taxes attributable to the Participant's Death Benefit. A Participant's Tax-Gross Up Amount shall be 45 percent of the Participant's Pre-Commencement Death Benefit or Post-Commencement Death Benefit, as the case may be.

Tax Gross-Up Amount means the amount equal to (i) the Incremental Tax Amount plus (ii) the amount of Taxes that would be payable by Seller and its Affiliates with respect to receipt of the Incremental Tax Amount assuming the Incremental Tax Amount were taxed at the highest applicable marginal corporate income Tax rates.

Tax Gross-Up Amount means the sum of the Federal Tax Gross-Up Amount plus the Ordinary Income Gross-Up Amount. Attached hereto as Exhibit A is an example to demonstrate how the Tax Gross-Up would apply.

Tax Gross-Up Amount has the meaning set forth in Section 12.2(g).

Tax Gross-Up Amount. The meaning specified in Section 7.1(c).

Tax Gross-Up Amount with respect thereto as provided for in Sections 2(a)(ii) and 2(b) hereof. For purposes of this Section 2(d)(ii), the "Applicable Percentage" shall be: 20% if Executive terminates his employment with the Company without Good Reason on or before November 2, 2000; 40% if he terminates such employment without Good Reason on or after November 3, 2000, but on or before November 2, 2001; 60% if he terminates such employment without Good Reason on or after November 3, 2001, but on or before November 2, 2002; and 80% if he terminates such employment without Good Reason on or after November 3, 2002, but on or before November 2, 2003.

Tax Gross-Up Amount shall equal the excess of the Tax Amount over the Present Value Amount determined as follows: (a) the "Tax Amount" shall equal the "Gain Amount" multiplied by the highest combined marginal federal, state and local income tax rate applicable to an individual residing in any place of residence of Xxxxxx X. XxXxxx or Xxxxxx X. XxXxxx (taking into account amount and character of the gain) for the taxable year of the Tax Event Transaction or any distributions relating thereto; (b) the "Gain Amount" shall equal income and gain recognized by XxXxxx (or any Transferee of all or any portion of the XxXxxx Interest pursuant to Section 9.1) as a result of the Tax Event Transaction or any distributions relating thereto; and (c) the "Present Value Amount" shall equal the present value of a hypothetical Tax Amount, calculated using the following assumptions: (1) the discount rate used to determine the net present value is equal to the 30 day Treasury xxxx rate at the time of the payment of the Full Pre Lock-out Payment; (2) the Gain Amount consists of the sum of (A) monthly allocations of ordinary income necessary to support the Preferred 14% Return with respect to the XxXxxx Class A Interest and the XxXxxx Class B Interest, allocated at the end of each calendar month from the date of the Tax Event Transaction to and including the fifth anniversary of the Closing Date, and (B) the remaining income and gain that would have been recognized by XxXxxx (or any Transferee of all or any portion of the XxXxxx Interest pursuant to Section 9.1) as if the Tax Event Transaction had occurred on the fifth anniversary of the Closing Date.