Calculation of Indemnification. The amount of indemnification payable by an indemnifying party under this Article 10 shall be (a) reduced by any insurance proceeds received by the indemnified party with respect to the claim for which indemnification is sought and (b) reduced by the amount of any net tax benefits realized by the indemnified party. If the amount to be netted under this Section 10.7 (the "Reduction Amount") from any payment required under this Article 10 is determined after payment by the indemnifying party of any amount otherwise required to be paid to an indemnified party pursuant to this Article 10, the indemnified party shall promptly upon such determination repay the Reduction Amount to the indemnifying party.
Calculation of Indemnification. Any indemnification obligation payable to the Rio Tinto Members arising under this Section 4.16 will be calculated and payable in accordance with Section 6.1 of the Master Separation Agreement.
Calculation of Indemnification. (i) Any indemnification that may be owed by the Sellers to the Purchaser shall be equal to the amount of the Damage or Loss suffered by the Company or Purchaser, but shall take into account any applicable limitation to the Sellers’ liability set forth in this Clause 8.
Calculation of Indemnification. Solely for purposes of determining the amount of Losses of an Indemnified Party (but not for determining whether a breach actually occurred) under this Article VII, any qualification or exception contained in the Indemnifying Party’s representations and warranties relating to materiality or Material Adverse Effect or any similar qualification or standard shall be disregarded, other than with respect to Section 2.11 (Absence of Certain Changes) and Section 2.14 (Material Contracts).
Calculation of Indemnification. (1) Where under the terms of this Agreement one Party is liable to indemnify or reimburse another Party in respect of costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other Party or the representative member (or equivalent) of any VAT group of which it forms part, subject to that Party or representative member (or equivalent) using all reasonable endeavours to recover such amount of VAT as may be practicable.
Calculation of Indemnification. If the amount with respect to which any claim is made under this Article XV (a "TAX INDEMNITY CLAIM") gives rise to a currently realizable Tax Benefit (as defined below) to the Retaining Stockholder making the Tax Indemnity Claim, the indemnity payment shall be reduced by the amount of the Tax Benefit available to such Retaining Stockholder. To the extent such Tax Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which any Tax Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the Retaining Stockholder that made the Tax Indemnity Claim, such Retaining Stockholder shall refund to the Surviving Corporation the amount of such Tax Benefit when, as and if realized. For purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Tax Indemnity Claim. For purposes of this Section 15.2, a "Tax Benefit" means an amount by which the income Tax liability of the Retaining Stockholder (or group of corporations including the Retaining Stockholders) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. For purposes of this Section 15.2, a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit will be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Tax Indemnity Claim.
Calculation of Indemnification. (a) The amount of any payment to be made by MPT to PRIMOTOP pursuant to Clause 11.1 shall:
Calculation of Indemnification. Any indemnification that may be owed by the Vendors to the Purchaser shall be calculated as follows:
Calculation of Indemnification. For the purpose of this Article 9 the liability of the Indemnifying Party shall be net of any tax benefit effectively realized by the relevant Indemnified Party as jointly determined by the Parties' independent public accountants. However, if the indemnification to be paid by the Indemnifying Party is taxable to the relevant Indemnified Party, the indemnification shall be increased by an amount sufficient to cover the relevant tax to be paid up to the amount of the gross indemnification by the Indemnified Party as a result of the indemnification.
Calculation of Indemnification. 8.6.1 The amount of the indemnification for any Loss which the Purchaser or the Vendor shall be entitled to receive from any Party hereto pursuant to this Agreement shall be payable on demand and shall be determined on a pre-tax basis (that is, without taking into account any tax savings by the Party requesting such indemnification and including legal fees and costs incurred by the party who incurred or suffered a Loss or by an Indemnitee in connection with a claim) but after giving effect to any insurance recoveries and recoveries from third parties.
