Grossed-Up Basis definition

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Grossed-Up Basis is defined in Section 13.4(c)(ii) of the Participation Agreement.

Grossed-Up Basis shall have the meaning provided in Section 7.4 of the Participation Agreement.

Examples of Grossed-Up Basis in a sentence

The Lessee shall not be required to make any additional payment to or on behalf of an Indemnitee with respect to any Withholding Tax, except that the Lessee agrees to indemnify, protect, defend and hold harmless the Indemnitees, on a Grossed-Up Basis, against Withholding Taxes described in paragraphs (1) and (2) of this Section 7.2(a)(iii).
Any payment that the Lessee shall be required to make to or for the account of any Indemnitee with respect to any Tax that is subject to indemnification under this Section 7.2 shall be paid on a Grossed-Up Basis under Section 7.4 of this Agreement.
If the Lessor sells, transfers or assigns a Participation pursuant hereto, the Lessor hereby agrees to indemnify, protect, defend and hold harmless the Lessee, on a Grossed-Up Basis, against any United States federal or state Withholding Tax which may arise from its Participation, except to the extent such Withholding Tax is imposed on the Lessee as a result of the fraud, gross negligence or willful misconduct of the Lessee.
Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.
Lessee shall pay and assume liability for, and does hereby agree to indemnify, protect and defend the Equipment and the other Lessee Collateral and all Indemnitees, and hold the Equipment and the other Lessee Collateral and all Indemnitees harmless against, all Impositions on an Grossed-Up Basis.

More Definitions of Grossed-Up Basis

Grossed-Up Basis shall have the meaning provided in Section 11.6.

Grossed-Up Basis shall have the meaning provided in Section 11.6. LSI Logic Corporation Lease A

Grossed-Up Basis is defined in Section 12.5(c)(ii) of the Participation Agreement.

Grossed-Up Basis means, when used to describe the basis on which the payment of a specified sum is to be made, a basis such that the amount of such payment, after being reduced by the amount of all Taxes imposed on the recipient of such payment as a result of the receipt or accrual of such payment, will equal such specified sum. For this purpose, Taxes are to be calculated at the maximum statutory rate applicable to the Purchaser or any Seller (as applicable) for the relevant year, after taking into account, for example, the effect of deductions available for interest paid or accrued and Taxes such as state and local income Taxes, which effect shall similarly be calculated on the basis of the maximum statutory rate of the Tax for which such deduction was available. Grossed-Up Basis shall be determined by treating any indemnification payment hereunder as an adjustment to Purchase Price, pursuant to Section 11.9 unless required to do so by a Taxing Authority following reasonable best efforts to contest any attempted classification as other than an adjustment to Purchase Price.

Grossed-Up Basis is defined in Section 13.4(c)(ii) of the Transaction Agreement.

Grossed-Up Basis shall have the meaning provided in Section 7.6 of the Participation Agreement. “Guarantee” shall mean, of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include (i) warranties or indemnities made in trade contracts, asset sale agreements, acquisition agreements, commitment letters, engagement letters and brokerage and deposit agreements in the ordinary course of business, and warranties and indemnities to lenders in any documents evidencing Indebtedness permitted pursuant to Section 5.3 of the Participation Agreement with respect to the guarantor, (ii) any indemnities made in connection with liability of a Person’s directors, officers and employees in their capacities as such as permitted by applicable law, (iii) any contingent liability arising from the endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business, and (iv) any continuing liability of the Guarantor or its Subsidiaries as a lessee under a lease after such lease has been assigned or subleased by such Person.