8general Provisions Sample Clauses

8general Provisions. (a) The amount of any Loss for which indemnification is sought pursuant to this Article VI shall be calculated on an after tax basis, taking into account any tax consequences (including the tax consequences to an Indemnified Person of payments made by an Indemnifying Person under this Article VI) which may be realized by the Indemnified Person under any applicable law on account of the Loss. (b) The term “proceeding” as used in this Article VI means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) which is commenced, conducted or heard by or before or otherwise involving any governmental body or arbitrator.