Grossup Cash Payment

Grossup Cash Payment. Shall be the amount, computed on the basis of the principles described in paragraph 7, by which (i) the Shareholder's actual combined federal and state income tax liability in respect of the Indemnified Portion (as defined below) exceeds (ii) the amount that the Shareholder's combined federal and state income tax liability in respect of such Indemnified Portion would have been had such Indemnified Portion been treated as proceeds from the disposition of a capital asset.