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. Any indemnification that may be owed by the Vendors to the Purchaser shall be calculated as follows:
(a) The indemnification for the Damages suffered by the Company or the Purchaser shall be equal to the amount of the Damages suffered by the Company or Purchaser.
(b) In calculating the indemnification payable by the Vendors, an amount relating to the Damage equal to (i) the corporate income tax or other tax deductions effectively deducted against the tax liability payable, minus (ii) the corporate income tax or other kind of taxes to be paid by the Purchaser, both as a consequence of the indemnification received; shall be deducted therefrom Further to the above, it shall be deducted any tax credit related to double taxation as provided for in article 30.6 of Corporate Income Tax Law approved by Legislative Royal Decree 4/2004, dated March 5, and transitional provision Twenty-Three of Corporate Income Tax Law 27/2014, dated November 27, arising from dividend distributions carried out by Crystal Pharma during the 2015 fiscal year and before the Signing Date, provided that (i) the company is able to prove that an amount equal to the dividends received has been included in the tax base and has been taxed in respect of the gain obtained by the transferors of Crystal Pharma, (ii) the company obtained a favorable binding ruling from the Spanish Directorate of Taxes confirming the compliance with the requirements to apply such credit and its quantum and (ii) are effectively applied and deducted against Corporate Income Tax liability payable to Spanish Tax Authorities
(c) Where permitted by Law, the payments made by the Vendors to the Purchaser under this Clause 5 shall be considered a reduction of the Closing Price.
(d) Any Damages for which any Claimant Party is entitled to indemnification under this Section 5 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement
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. 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. (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.
(2) If any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay, or if a reverse charge procedure applies account for, any VAT due, subject, unless the reverse charge procedure applies, to provision of a valid VAT invoice.
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.
Calculation of Indemnification. (a) The amount of any payment to be made by MPT to PRIMOTOP pursuant to Clause 11.1 shall:
(i) with respect to any Indemnity Loss suffered or incurred by PRIMOTOP, be based on 100% of the Indemnity Loss (on an After Tax Basis) determined pursuant to the provisions of this Agreement; and
(ii) with respect to any Indemnity Loss suffered or incurred by a Group Company, be calculated by applying PRIMOTOP’s Relevant Proportion at the date of payment to the amount of the Indemnity Loss (on an After Tax Basis) determined pursuant to the provisions of this Agreement.
(b) Any amount to be paid to the Company pursuant to Clause 11.1 shall be based on 100% of the Indemnity Loss suffered or incurred by the relevant Group Company determined pursuant to the provisions of this Agreement and shall be made by way of additional equity subscription, which shall be booked exclusively in the account 115 of the Luxembourg standard chart of account (apport en capitaux propres non rémunéré par des titres) of the Company with no corresponding issuance of Shares.
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. (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.
(ii) In calculating the indemnification payable by the Sellers, an amount equal to any positive effect on the Companies’ corporate income tax charge resulting from the Damage or Loss shall be deducted.
(iii) Where possible, the payments made by the Sellers to the Purchaser under this Clause 8 shall be considered a reduction of the Purchase Price.
