Common use of Amount of Indemnified Liability Clause in Contracts

Amount of Indemnified Liability. The amount indemnified against under Article 2 ("Indemnified Liability") for a tax based on or determined with reference to income shall be deemed to be the amount of the tax computed by multiplying (i) the taxing jurisdiction's highest marginal tax rate applicable to taxable income of corporations such as the Indemnified Party on income of the character subject to tax and indemnified against under Article 2 for the taxable period in which the Distributions occur, times (ii) the gain or income of the Indemnified Party which is subject to tax in the taxing jurisdiction and indemnified against under Article 2. In the case of an Indemnified Liability attributable to a payment owed to a shareholder or shareholders of Corning, the amount of the Indemnified Liability shall be equal to the amount so owed, including without limitation, interest, costs, additions, expenses and penalties. All amounts payable under this Agreement shall be paid on an after-tax basis. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the Indemnified Party's liability for a tax based upon or determined with reference to income, the amount of the Indemnified Liability shall be reduced by the reduction in the tax liability of the Indemnified Party.

Appears in 5 contracts

Samples: Tax Indemnification Agreement (Covance Inc), Tax Indemnification Agreement (Corning Inc /Ny), Tax Indemnification Agreement (Corning Pharmaceutical Services Inc)

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Amount of Indemnified Liability. The amount indemnified against under Article 2 ("Indemnified Liability") for a tax based on or determined with reference to income shall be deemed to be the amount of the tax computed by multiplying (i) the taxing jurisdiction's highest marginal tax rate applicable to taxable income of corporations such as the Indemnified Party on income of the character subject to tax and indemnified against under Article 2 for the taxable period in which the Distributions occur, times (ii) the gain or income of the Indemnified Party which is subject to tax in the taxing jurisdiction and indemnified against under Article 2. In the case of an Indemnified Liability attributable to a payment owed to a shareholder or shareholders of CorningCCL, the amount of the Indemnified Liability shall be equal to the amount so owed, including without limitation, interest, costs, additions, expenses and penalties. All amounts payable under this Agreement shall be paid on an after-tax basis. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the Indemnified Party's liability for a tax based upon or determined with reference to income, the amount of the Indemnified Liability shall be reduced by the reduction in the tax liability of the Indemnified Party.

Appears in 2 contracts

Samples: Tax Indemnification Agreement (Covance Inc), Tax Indemnification Agreement (Corning Pharmaceutical Services Inc)

Amount of Indemnified Liability. The amount indemnified against under Article 2 ("Indemnified Liability") for a tax based on or determined with reference to income shall be deemed to be the amount of the tax computed by multiplying (i) the taxing jurisdiction's highest marginal tax rate applicable to taxable income of corporations such as the Indemnified Party on income of the character subject to tax and indemnified against under Article 2 for the taxable period in which the Distributions occur, times (ii) the gain or income of the Indemnified Party which is subject to tax in the taxing jurisdiction and indemnified against under Article 2. In the case of an Indemnified Liability attributable to a payment owed to a shareholder or shareholders of CorningCPS, the amount of the Indemnified Liability shall be equal to the amount so owed, including without limitation, interest, costs, additions, expenses and penalties. All amounts payable under this Agreement shall be paid on an after-tax basis. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the Indemnified Party's liability for a tax based upon or determined with reference to income, the amount of the Indemnified Liability shall be reduced by the reduction in the tax liability of the Indemnified Party.

Appears in 1 contract

Samples: Tax Indemnification Agreement (Corning Pharmaceutical Services Inc)

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Amount of Indemnified Liability. The amount indemnified against under Article 2 ("Indemnified Liability") for a tax based on or determined with reference to income shall be deemed to be the amount of the tax computed by multiplying (i) the taxing jurisdiction's highest marginal tax rate applicable to taxable income of corporations such as the Indemnified Party on income of the character subject to tax and indemnified against under Article 2 for the taxable period in which the Distributions occur, times (ii) the gain or income of the Indemnified Party which is subject to tax in the taxing jurisdiction and indemnified against under Article 2. In the case of an Indemnified Liability attributable to a payment owed to a shareholder or shareholders of CorningCovance, the amount of the Indemnified Liability shall be equal to the amount so owed, including without limitation, interest, costs, additions, expenses and penalties. All amounts payable under this Agreement shall be paid on an after-tax basis. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the Indemnified Party's liability for a tax based upon or determined with reference to income, the amount of the Indemnified Liability shall be reduced by the reduction in the tax liability of the Indemnified Party.

Appears in 1 contract

Samples: Tax Indemnification Agreement (Covance Inc)

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