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 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 net reduction in Taxes actually realized in such year 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 (and in the case of a partnership or disregarded entity for income tax purposes, including the ultimate taxpayers with respect thereto) were subject to tax at the highest marginal tax rates determined on a combined basis applicable to such Indemnitee (or such ultimate taxpayers), and (b) to treat any indemnification payments made to Purchaser pursuant to this Agreement as an adjustment to the 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 the applicable income tax return.