Common use of Amount of Indemnified Liability for Income Taxes Clause in Contracts

Amount of Indemnified Liability for Income Taxes. The amount of an Indemnified Liability for a federal or state Tax incurred by an Indemnitee based on or determined with reference to income shall be deemed to be the amount of Tax computed by multiplying (i) the taxing jurisdiction's highest effective Tax rate applicable to Indemnitee for the taxable period in which the Spin-Off occurs, times (ii) the gain or income of Indemnitee which is subject to Tax in the taxing jurisdiction as a result of the failure of the Spin-Off to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorp, and (iii) in the case of a state, times the percentage representing the extent to which such gain or income is apportioned or allocated to such state; provided, however, that in the case of a state Tax determined as a percentage of Federal Income Tax liability, the amount of Indemnified Liability shall be deemed to be the amount of Tax computed by multiplying (x) that state's highest effective rate applicable to Indemnitee for the taxable period in which the Spin-Off occurs, times (y) the amount of deemed Federal Income Tax (whether or not incurred) imposed upon Indemnitee from failure of the Spin-Off to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorp computed in accordance with this Section 7.2, times (z) the percentage representing the extent to which the gain or income required to be recognized on the Spin-Off is apportioned or allocated to such state.

Amount of Indemnified Liability for Income Taxes. First Spinoff and Spinoff. The amount of an Indemnified Liability for a federal or state Tax incurred by an Indemnitee based on or determined with reference to income shall be deemed to be the amount of Tax computed by multiplying (i) the taxing jurisdiction's highest effective Tax rate applicable to Indemnitee for the character of the Tax Item subject to Tax as a result of the failure of the First Spinoff and/or Spinoff to qualify under Section 355 of the Code for the taxable period in which the Spin-Off First Spinoff and/or Spinoff occurs, times (ii) the gain or income of Indemnitee which is subject to Tax in the taxing jurisdiction as a result of the failure of the Spin-Off First Spinoff and/or Spinoff to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorpCode, and (iii) in the case of a state, times the percentage representing the extent to which such gain or income is apportioned or allocated to such state; provided, however, that in the case of a state Tax determined as a percentage of Federal Income Tax liability, the amount of Indemnified Liability shall be deemed to be the amount of Tax computed by multiplying (x) that state's highest effective rate applicable to Indemnitee for the character of the Tax Item subject to Tax as a result of the failure of the First Spinoff and/or Spinoff to qualify under Section 355 of the Code for the taxable period in which the Spin-Off First Spinoff and/or Spinoff occurs, times (y) the amount of deemed Federal Income Tax (whether or not incurred) imposed upon Indemnitee from the failure of the Spin-Off First Spinoff and/or Spinoff to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorp computed in accordance with this Section 7.26.4, times (z) the percentage representing the extent to which the gain or income required to be recognized on the Spin-Off First Spinoff and/or Spinoff is apportioned or allocated to such state.

Amount of Indemnified Liability for Income Taxes. The amount of an Indemnified Liability for a federal or state Tax incurred by an Indemnitee tax based on or determined with reference to income shall be deemed to be the amount of Tax tax computed by multiplying (i) the taxing jurisdiction's highest effective Tax marginal tax rate applicable to Indemnitee taxable income of corporations such as SFP of the character subject to tax as a result of the failure of the Spin-Off (or the Initial Spin) to qualify under Section 355 of the Code for the taxable period in which the Spin-Off occurs, times (ii) the gain or income of Indemnitee the SFP Group or member thereof which is subject to Tax tax in the taxing jurisdiction as a result of the failure of the Spin-Off (or the Initial Spin) to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorpCode, and (iii) and, in the case of a state, times (iii) the percentage representing the extent to which such gain or income is apportioned or allocated to such state; providedPROVIDED, howeverHOWEVER, that in the case of a state Tax tax determined as a percentage of Federal Income Tax federal income tax liability, the amount of Indemnified Liability shall be deemed to be the amount of Tax tax computed by multiplying (xi) that state's highest effective percentage rate applicable to Indemnitee the taxable income of corporations such as SFP of the character subject to tax as a result of the failure of the Spin-Off (or the Initial Spin) to qualify under Section 355 of the Code for the taxable period in which the Spin-Off occurs, times (yii) the amount of deemed Federal Income Tax federal income tax (whether or not incurred) imposed upon Indemnitee the SFP Group or any member thereof from the failure of the Spin-Off (or the Initial Spin) to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorp computed in accordance with this Section 7.2Paragraph 3.3, times (ziii) the percentage representing the extent to which the gain or income required to be recognized on the Spin-Off (or the Initial Spin) is apportioned or allocated to such state.

Amount of Indemnified Liability for Income Taxes. The amount of an Indemnified Liability for a federal or state Tax incurred by an Indemnitee based on or determined with reference to income shall be deemed to be the amount of Tax computed by multiplying (i) the taxing jurisdiction's highest effective Tax rate applicable to Indemnitee of the character subject to Tax as a result of the failure of the Spin-off or Internal Spin-offs to qualify as tax-free distributions under Section 355 of the Code for the taxable period in which the Spin-Off occursoff or Internal Spin- offs occur, times (ii) the gain or income of Indemnitee which is subject to Tax in the taxing jurisdiction as a result of the failure of the Spin-Off off or Internal Spin-offs to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorpCode, and (iii) in the case of a state, times the percentage representing the extent to which such gain or income is apportioned or allocated to such state; provided, however, that in the case of a state Tax determined as a percentage of Federal Income Tax liability, the amount of Indemnified Liability shall be deemed to be the amount of Tax computed by multiplying (xi) that state's highest effective rate applicable to Indemnitee of the character subject to Tax as a result of the failure of the Spin-off or Internal Spin-offs to qualify as tax-free distributions under Section 355 of the Code for the taxable period in which the Spin-Off occursoff or Internal Spin-offs occur, times (yii) the amount of deemed Federal Income Tax (whether or not incurred) imposed upon Indemnitee from the failure of the Spin-Off off or Internal Spin-offs to qualify under Section 355 of the Code or as a result of the Spin-Off becoming taxable to UtiliCorp computed in accordance with this Section 7.26.4, times (ziii) the percentage representing the extent to which the gain or income required to be recognized on the Spin-Off off or Internal Spin-offs is apportioned or allocated to such state.