Common use of Calculation of Indemnification Amount Clause in Contracts

Calculation of Indemnification Amount. Any indemnification amount owed pursuant to Section 5.2 or Section 5.3 shall be paid (a) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (b) taking into account any Tax Benefit allowable to the Indemnified Party and any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. SWBI and AOUT agree that, for all Tax purposes, any payment made pursuant to this Article 5 will be treated as provided under Section 2.01(d) of the Tax Matters Agreement. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any Liabilities, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable.

Calculation of Indemnification Amount. Any indemnification amount owed pursuant to Section 5.2 5.02 or Section 5.3 5.03 shall be paid (ai) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (bii) taking into account any Tax Benefit allowable to benefit realized by the Indemnified Party and any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. SWBI ADS and AOUT Loyalty Ventures agree that, for all Tax United States federal income tax purposes, any payment made pursuant to this Article 5 will be treated as provided under Section 2.01(d12(b) of the Tax Matters Agreement. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any Liabilities, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable.

Calculation of Indemnification Amount. Any indemnification amount owed pursuant to Section 5.2 ‎Section 5.02 or Section 5.3 ‎Section 5.03 shall be paid (ai) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (bii) taking into account any Tax Benefit allowable to benefit realized by the Indemnified Party and any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. SWBI ADS and AOUT Loyalty Ventures agree that, for all Tax United States federal income tax purposes, any payment made pursuant to this Article ‎Article 5 will be treated as provided under Section 2.01(d12(b) of the Tax Matters Agreement. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any Liabilities, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable.

Calculation of Indemnification Amount. Any indemnification amount owed pursuant to Section 5.2 6.02 or Section 5.3 6.03 shall be paid (ai) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (bii) taking into account any Tax Benefit allowable to the Indemnified Party tax benefit actually realized and any Tax tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant LiabilitiesLosses. SWBI Xxxxxx Oil and AOUT Xxxxxx USA agree that, for all Tax federal income tax purposes, any payment made pursuant to this Article 5 6 will be treated as provided under Section 2.01(d) of an adjustment to the Tax Matters Agreementcontributions to MOUSA, occurring immediately prior to the Distribution. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any LiabilitiesLosses, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable. The Indemnifying Party shall not be liable for any Losses under Section 6.02 or Section 6.03 to the extent such Losses are special, indirect, incidental, consequential or punitive damages or lost profits (other than such Losses paid to Third Parties).