Final Gross-Up Amount definition
Final Gross-Up Amount means an amount equal to the aggregate amount of Taxes imposed on and payable by any of the Seller Group as a result of (i) the Reorganization and subsequent sale of the Membership Interests to Purchaser in excess of the aggregate amount of Taxes that would have been imposed on and payable by any of the Seller Group as a result of a sale of 100% of the partnership interests of Park Environmental Equipment, Ltd., calculated in accordance with the example calculation of a hypothetical Gross-Up Amount on Exhibit J, except for changes to specific assets (e.g., inventory and fixed assets) based on the fair market values derived from the Purchase Price Allocation and (ii) the payment of any Gross-Up Amount, provided that any Transfer Taxes shall be excluded from the determination of any Gross-Up Amount and shall be borne by the Purchaser and Seller Parties in accordance with Section 7.01(c).
Examples of Final Gross-Up Amount in a sentence
If the Gross-Up Payments received by Executive with respect to such taxable year are greater than the Final Gross-Up Amount, Executive shall return such excess to the Company within five (5) days of the determination of the Final Gross-Up Amount.