Gross-Up Protection. In the event you become entitled to payments, all or a portion of which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any other similar tax, but not income tax of any nature)("Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you by DFS hereunder prior to the imposition of such Excise Tax ("Total Payments"), provided that in the event the amount to be retained after imposition of the Excise tax is equal to or exceeds 80% of the Total Payments, no such Gross-Up payment shall be made to you by DFS. The amount of the Gross-Up Payment shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is finally determined to be less than the amount of any Excise Tax, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is finally determined to exceed the amount of any Excise Tax, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Gross-Up Protection. In the event you become entitled to payments which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any other similar tax, but not income tax of any nature)("Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you hereunder prior to the imposition of such Excise Tax. The amount of the Gross-Up Payment shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is ultimately determined to be less than the amount of any Excise Tax, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is ultimately determined to exceed the amount of any Excise Tax, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Gross-Up Protection. The Company shall make all payments to be made by it under this Agreement and the Convertible Debenture without deduction for any tax, unless such deduction is required by law. If a tax deduction is required by law to be made by the Company, the amount of the payment to the Lender due from the Company will be increased by an amount which (after making the tax deduction) leaves an amount equal to the payment which would have been due if no such tax deduction had been required. The Company shall promptly notify the Lender of any tax deduction required by law and the date of payment by the Company thereof.
Gross-Up Protection. In the event you become entitled to payments or benefits which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any other similar tax, but not income tax of any nature (collectively, "Excise Tax"), DFS shall pay you an additional amount ("Gross-Up Payment") such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you hereunder prior to the imposition of such Excise Tax. The amount of the Gross-Up Payment shall include the amount of all federal, state and local income taxes (including, without limitation, Excise Tax) imposed on the Gross-Up Payment at the maximum marginal rates then in effect and shall be calculated by DFS' independent auditors. In the event that such Gross-Up Payment is ultimately determined to be less than the amount necessary to achieve the purposes of this paragraph, DFS shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is ultimately determined to exceed the amount necessary to achieve the purposes of this paragraph, you must promptly repay the entire amount of such excess Gross-Up Payment to DFS.
Gross-Up Protection. In the event you become entitled to payments or benefits, all or a portion of which become subject to tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any other similar tax, but not income tax of any nature (collectively, “Excise Tax”), LGI shall pay you an additional amount (“Gross-Up Payment”) such that the amount retained by you after reduction for any Excise Tax (including penalties or interest thereon) equals the amount to be paid to you by LGI hereunder prior to the imposition of such Excise Tax (“Total Payments”); provided that, in the event the amount to be retained after imposition of the Excise Tax is equal to or exceeds 80% of the Total Payments, no such Gross-Up Payment shall be made to you by LGI. The amount of the Gross-Up Payment shall include the amount of all federal, state and local income taxes (including, without limitation, Excise Tax) imposed on the Gross-Up Payment at the maximum marginal rates then in effect and shall be calculated by LGI’s independent auditors. In the event that such Gross-Up Payment is finally determined to be less than the amount necessary to achieve the purposes of this paragraph, LGI shall pay an additional amount to you in respect of such deficiency (including any interest and penalties). In the event that such Gross-Up Payment is finally determined to exceed the amount necessary to achieve the purposes of this paragraph, you must promptly repay the entire amount of such excess Gross-Up Payment to LGI.
