Additional Gross-up Amounts Clause Samples
The "Additional Gross-up Amounts" clause requires one party to increase payments to the other if taxes or similar deductions are imposed, ensuring the recipient receives the full intended amount. In practice, if a payment is subject to withholding tax, the payer must pay extra to cover the tax so the net payment remains unchanged. This clause is essential for protecting the recipient from unexpected tax liabilities and ensuring the agreed financial terms are met regardless of tax deductions.
Additional Gross-up Amounts. If, despite the initial conclusion --------------------------- of ▇▇▇▇▇▇▇▇ and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or ▇▇▇▇▇▇▇▇'▇ independent auditors) that any of the Non- Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by ▇▇▇▇▇▇▇▇ or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then ▇▇▇▇▇▇▇▇ shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:
(i) the sum of (a) such additional Excise Taxes and (b) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Paragraph 7(h); multiplied by
(ii) the Gross-up Multiple.
Additional Gross-up Amounts. If for any reason it is later determined (whether pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, a final judgment of a court of competent jurisdiction, a determination of the Company’s independent auditors set forth in a Company Certificate or, subject to the last two sentences of Section 6.2.1, an Executive’s Determination) that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company or the Executive pursuant to Section 6.1 or 6.2, as applicable, then the Company shall, subject to Sections 6.6 and 6.7, pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:
(a) the sum of (1) such additional Excise Taxes and (2) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with determination made pursuant to Section 6.1 or 6.2, as applicable, multiplied by
(b) the Gross-up Multiple.
Additional Gross-up Amounts. If, for any reason (whether pursuant to subsequently enacted provisions of the Code, final regulations or published rulings of the IRS, or a final judgment of a court of competent jurisdiction) the Company’s independent auditors later determine that the amount of Excise Taxes payable by Executive is greater than the amount initially determined pursuant to Section 5.1, then the Company shall, subject to Sections 5.2 and 5.4, pay Executive, within thirty (30) days of such determination, or pay to the IRS as required by applicable law, an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:
(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 5.1 or 5.4, multiplied by
(b) the Gross-Up Multiple.
Additional Gross-up Amounts. If for any reason it is later determined pursuant to a final judgment of a court of competent jurisdiction or a determination by the Company that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company pursuant to Section 6.1, then the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:
(a) the sum of (i) such additional Excise Taxes and (ii) any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 6.1 multiplied by (b) the Gross-up Multiple.
Additional Gross-up Amounts. If for any reason (whether pursuant to subsequently enacted provisions of the Code, other than Section 409A of the Code, final regulations or published rulings of the IRS, a final judgment of a court of competent jurisdiction, a determination of the Company’s independent auditors set forth in a Company Certificate or, subject to the last two sentences of Section 5.2(a), an Executive’s Gross-Up Determination) it is later determined that the amount of Excise Taxes payable by Executive is greater than the amount determined by the Company or Executive pursuant to Section 5.1 or 5.2, as applicable, then the Company shall, subject to Sections 5.6 and 5.7, pay Executive within 30 days after the determination, an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:
(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 5.1 or 5.2, as applicable, multiplied by
(b) the Gross-Up Multiple.
Additional Gross-up Amounts. If, despite the initial conclusion of the Company and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Company's independent auditors) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Company or the Executive pursuant to 7.1 or 7.2, as applicable, then the Company shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of
(a) the sum of (1) such additional Excise Taxes and (2) any interest, fines, penalties, or expenses incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to 7.1 or 7.2, as applicable, multiplied by
(b) the Gross-up Multiple.
Additional Gross-up Amounts. If, for any reason (including pursuant to published rulings of the IRS or a final judgment of a court of competent jurisdiction), the Accountants determine that the amount of Excise Taxes payable by Executive is greater than the amount initially determined pursuant to Section 6.1, then the Companies shall, subject to Sections 6.2 and 6.4, pay Executive, within ten (10) days of such determination, or pay to the IRS as required by applicable law, an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:
(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 6.1 or 6.4, multiplied by
(b) the Gross-Up Multiple.
Additional Gross-up Amounts. If for any reason (whether pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the Internal Revenue Service (“IRS”), a final judgment of a court of competent jurisdiction or a determination of the Company's independent auditors) it is later determined that the amount of Excise Taxes payable by Executive is greater than the amount determined by the Company or Executive pursuant to Section 9(a) or 9(b), as applicable, then the Company shall pay Executive an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:
(i) the sum of (A) such additional Excise Taxes and (B) any interest, fines, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Section 9(a) or 9(b), as applicable, multiplied by:
(ii) the Gross-Up Multiple.
Additional Gross-up Amounts. If, despite the initial conclusion of the Corporation and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a “Non-Parachute Item”), it is later determined with finality (pursuant to subsequently-enacted provisions of the Internal Revenue Code, final regulations or published rulings of the Internal Revenue Service, a final judgment of a court of competent jurisdiction or a determination by the Accounting Firm) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Corporation or the Executive pursuant to this Section, as applicable, then, within 90 days of such final determination, on a date determined by the Corporation, the Corporation shall pay the Executive an additional Gross-up Payment in order to compensate the Executive for such additional Excise Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 11(b), and any federal, state and local income tax, Medicare and any Excise Tax upon such additional Gross-up Payments, calculated in the manner described in Section 11(b).
Additional Gross-up Amounts. If, for any reason, the Employer’s independent auditors later determine that the amount of Excise Taxes payable by Executive is greater than the amount initially determined pursuant to Section 3.2, then the Employer shall, subject to Section 3.3 and 3.5, pay Executive, within thirty (30) days of such determination, or pay to the IRS as required by applicable law, an amount (which shall also be deemed a Gross-Up Payment) equal to the product of:
(a) the sum of (i) such additional Excise Taxes and (ii) any interest, penalties, expenses or other costs incurred by Executive as a result of having taken a position in accordance with a determination made pursuant to Sections 3.2 or 3.5, multiplied by (b) the Gross-Up Multiple.