Common use of After-Tax Nature of Indemnity Payments Clause in Contracts

After-Tax Nature of Indemnity Payments. Any payment or indemnity required to be made pursuant to Sections 8.1 or 8.2 hereof shall include any amount necessary to hold the Indemnitee harmless on an after-tax basis from all Taxes required to be paid with respect to the receipt of such payment or indemnity (after taking into account any reduction in Taxes realized by the Indemnitee as a result of the Loss giving rise to the payment or indemnity). In determining the amount necessary to be added to any payment or indemnity in order to accomplish the foregoing, the parties hereto agree (a) to treat all Taxes required to be paid by, and all reductions in Tax realized by any Indemnitee, as if such Indemnitee were subject to tax at the highest marginal tax rates (for both federal and state, as determined on a combined basis) applicable to such Indemnitee and (b) to treat any indemnification payments made to Buyer pursuant to this Agreement as an adjustment to the Final Purchase Price, unless either party receives a written opinion, reasonably satisfactory in form and substance to the other party, of a law firm with appropriate experience and expertise to the effect that it is not or is not likely to be permissible to treat such payments in that manner on a federal, state or local income tax return.

After-Tax Nature of Indemnity Payments. Any payment or -------------------------------------- indemnity required to be made pursuant to Sections 8.1 or 8.2 hereof shall include any amount necessary to hold the Indemnitee harmless on an after-tax basis from all Taxes required to be paid with respect to the receipt of such payment or indemnity (after taking into account any reduction in Taxes realized by the Indemnitee as a result of the Loss giving rise to the payment or indemnity). In determining the amount necessary to be added to any payment or indemnity in order to accomplish the foregoing, the parties hereto agree (a) to treat all Taxes required to be paid by, and all reductions in Tax realized by any Indemnitee, as if such Indemnitee were subject to tax at the highest marginal tax rates (for both federal and state, as determined on a combined basis) applicable to such Indemnitee and (b) to treat any indemnification payments made to Buyer Purchaser or any Subsidiary pursuant to this Agreement as an adjustment to the Final Purchase Price, unless subject to any Final Determination with respect to such payments, unless, subject to any Final Determination with respect to such payments, either party or Purchaser receives a written opinion, reasonably satisfactory in form and substance to the other party, of a law firm with appropriate experience and expertise to the effect that it is not or is not likely to be permissible to treat such payments in that manner on a federal, state or local income tax return.

After-Tax Nature of Indemnity Payments. Any payment or indemnity Indemnity Payment required to be made pursuant to Sections 8.1 or 8.2 hereof under this Agreement shall include any amount necessary to hold the Indemnitee harmless on an after-tax basis from all Taxes required to be paid with respect to the receipt of such payment or indemnity Indemnity Payment (after taking into account any reduction in Taxes realized by the Indemnitee as a result of the Loss giving rise to the payment or indemnityIndemnity Payment). In determining the amount necessary to be added to any payment or indemnity Indemnity Payment in order to accomplish the foregoing, the parties EDS and USI hereto agree (ai) to treat all Taxes required to be paid by, and all reductions in Tax realized by by, any Indemnitee, Indemnitee as if such Indemnitee were subject to tax at the highest marginal tax rates (for both federal and state, as determined on a combined basis) applicable to such Indemnitee and (bii) to treat any indemnification payments Indemnity Payments made to Buyer pursuant to under this Agreement as an adjustment to the Final Purchase Priceassets transferred (directly or indirectly) pursuant to the Assignment and Assumption Agreements, unless either party the Indemnitee receives a written opinion, reasonably satisfactory in form and substance to the other partyIndemnifying Party, of a law firm with appropriate experience and expertise of national recognized standing to the effect that it is not permissible or is not likely to be permissible to treat such payments Indemnity Payment in that manner on a federal, state or local income tax return.