Modified Gross-Up Sample Clauses
A Modified Gross-Up clause is designed to address situations where one party must make payments that are subject to tax withholding or deductions, ensuring the recipient receives a specified net amount. In practice, this clause requires the paying party to increase the payment to offset certain taxes, but only under specific conditions or for certain types of taxes, rather than all possible deductions. For example, it may apply only to withholding taxes imposed by a particular jurisdiction or exclude taxes resulting from the recipient's own actions. The core function of this clause is to allocate the risk of tax deductions fairly between the parties, ensuring the intended payment amount is preserved while limiting the payer's exposure to unforeseen tax liabilities.
Modified Gross-Up. It shall be determined whether this Section 4(g)(1) applies prior to any determination pursuant to Section 4(g)(2) hereof. This Section 4(g)(1) shall apply if “Total Payments” (as defined in Section 4(g)(1)(i)) are equal to or exceed one-hundred-and-ten percent (110%) of the “Safe Harbor Amount”. The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax (as defined in Section 4(g)(1)(i)).
Modified Gross-Up. It shall be determined whether this Section 4(g)(1) applies prior to any determination pursuant to Section 4(g)(2) hereof. This Section 4(g)(1) shall apply if “Total Payments” (as defined in Section
Modified Gross-Up. It shall be determined whether this Section 9(a) applies prior to any determination pursuant to Section 9(b) hereof. This Section 9(a) shall apply if “Total Payments” (as defined in Section 9(a)(i)) are equal to or exceed one-hundred-and-ten percent (110%) of the “Safe Harbor Amount”. The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax (as defined in Section 9(a)(i)).
Modified Gross-Up. The provisions of this Section 8.3 shall apply only in the event that stock of the Company is readily tradeable on an established securities market or otherwise at the time of a Payment. If it is determined that: (a) the Payment would result in an Excise Tax, and (b) a Full Payment would maximize Executive’s after-tax proceeds, as determined in accordance with Section 8.1 above, the Company shall pay and Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) from the Company in an amount such that after the payment of all taxes (including, without limitation, (i) any income or employment taxes, (ii) any interest or penalties imposed with respect to such taxes, and (iii) any additional excise tax imposed by Section 4999 of the Code) on the Gross-Up Payment, Executive shall retain an amount equal to the full Excise Tax. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to have: (x) paid federal income taxes at the highest marginal rate of federal income and employment taxation for the calendar year in which the Gross-Up Payment is to be made, and (y) paid applicable state and local income taxes at the highest rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, Executive shall not be entitled to any additional payments or other indemnity arrangements in connection with the Payment or the Gross-Up Payment.
Modified Gross-Up. It shall be determined whether this Section 4(h)(1) applies prior to any determination pursuant to Section 4(h)(2) hereof. This Section 4(h)(1) shall apply if (A) the Change in Control with respect to which “Total Payments” (as defined in Section 4(h)(1)(i)) become subject to the Excise Tax (as defined in Section 4(h)(1)(i)) occurs on or before the fifth anniversary of the Effective Date, and (B) the Total Payments that are determined to be subject to the Excise Tax in accordance with Section 4(h)(1)(ii) (hereinafter referred to as “Parachute Payments”) are equal to or exceed one-hundred-and-ten percent (110%) of the “Safe Harbor Amount”. The “Safe Harbor Amount” is the amount to which the Parachute Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax.
Modified Gross-Up. It shall be determined whether this Section 4(a) applies prior to any determination pursuant to Section 4(b) hereof. This Section 4(a) shall apply if “Total Payments” (as defined in Section 4(a)(i)) are equal to or exceed one-hundred-and-ten percent (110%) of the “Safe Harbor Amount”. The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax (as defined in Section 4(a)(i)).