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.

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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

As consideration for the Shares, Purchaser shall pay to Sellers the sum of Twenty-five Million U.S. Dollars ($25,000,000) plus a Tax Gross-Up Amount (the “Share Purchase Price”) subject to adjustment as provided in Section 2.2 (the Share Purchase Price as adjusted shall be referred to as the “Adjusted Share Purchase Price”).
Stuelpe and the Company shall each provide Ernst & Young LLP with such information as it may reasonably request in order to calculate the Tax Gross-Up Amount.
The Additional Shareholder Taxes and the Tax Gross-Up Amount are collectively referred to as the “Total Shareholder Taxes”.
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.
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.

More Definitions of Tax Gross-Up Amount

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 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 has the meaning set forth in Section 2.6(a).

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 means an amount equal to the sum of (A) the excess, if any, of (I) the Taxes paid by Sellers that includes the Closing Date over (II) the Taxes Sellers would have paid if a Section 338(h)(10) Election were not made with respect to Buyer’s acquisition of the Company pursuant to this Agreement and (B) an amount necessary to pay any additional Taxes (on an after-Tax basis) incurred by the Sellers as a result of receiving the Tax Gross Up Amount; provided, that the Tax Gross Up Amount shall be determined in accordance with the procedures set forth in this Section 6.9(a)(v). The intent of the Tax Gross Up Amount is to put the Sellers in the same after-tax position as if the Sellers had sold stock of the Company and no Section 338(h)(10) Election had been made. Once paid, the Tax Gross Up Amount shall not be subject to any adjustments (including in the event of a subsequent Tax audit or otherwise), except that, in the event that the IRS determines that the Company or ValuePenguin OpCo was not a valid “S corporation” or as a “qualified subchapter S subsidiary,” respectively, within the meaning of Section 1361 and 1362 of the Code as of the Closing and invalidates the Section 338(h)(10) Election, then Sellers shall pay to Buyer an amount equal to any Tax Gross Up Amount paid to Sellers pursuant to this Section 6.9(a)(v). The payments, if any, pursuant to this Section 6.9(a)(v) shall be treated as adjustments to the Purchase Price for U.S. federal income (and other applicable) tax purposes, except as otherwise required by applicable Law.