Tax Gross Up Event definition

Tax Gross Up Event means the fact that the Swap Counterparty receives not less than 15 days' notice from the Issuer, the Paying Agent or any Noteholder that the Issuer is required to make any deduction or withholding for or on account of any tax in relation to a number of Notes equal to or greater than 25% of the Notes outstanding at such time other than where any such deduction or withholding is required because of the failure of the relevant Noteholders to provide any certificates and/or other information as may be required by the Issuer or the Paying Agent in order for such payments to be made free of such deduction or withholding, provided that Notes held by Noteholders who are tax resident in a jurisdiction which (i) qualifies as a non-cooperative jurisdiction (jurisdicción no cooperativa) for the purposes of Spanish tax laws; or (ii) is listed as a high-risk and non-cooperative jurisdiction by the Financial Action Task Force ("FATF") shall not be taken into account for the purposes of the calculation of such 25% threshold.
Sample 1Sample 2Sample 3
Tax Gross Up Event means the fact that the Issuer is required at any time to make any deduction or withholding for or on account of any tax in relation to a number of Notes equal to or greater than 25% of the Notes outstanding at such time other than where any such deduction or withholding is required because of the failure of the relevant Noteholders to provide any certificates and/or other information as may be required by the Issuer or the Paying Agent in order for such such payments to be made free of such deduction or withholding;
Sample 1

Examples of Tax Gross Up Event in a sentence

  • If the Swap Counterparty, having received not less than 15 days notice from the Paying Agent or any Noteholder that a Tax Gross Up Event has occurred or will occur, does not elect to pay a corresponding Tax Gross Up Amount, an Additional Termination Event will occur.

Related to Tax Gross Up Event

  • 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.”

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Step Up Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

  • 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).

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Foreign Benefit Event means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments.

  • Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.

  • Excise Tax means any excise tax imposed under section 4999 of the Code.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Net After-Tax Basis means, with respect to the Payments, either with or without reduction under subsection (a) (as applicable), the amount that would be retained by the Executive from such Payments after the payment of all Taxes.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.

  • Tier 2 Capital Event means the receipt by the Company of a legal opinion from counsel experienced in such matters to the effect that the Subordinated Notes do not constitute, or within 90 days of the date of such legal opinion will not constitute, Tier 2 Capital (or its then equivalent if the Company were subject to such capital requirement).