Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided, that the mitigation provisions hereof shall not require either party to take any action with respect to any Tax filing or claim, even if such filing or claim would likely result in a net Tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.
Computation of Indemnifiable Losses. (a) Any amount payable pursuant to this Article IX (i) shall be decreased to the extent of any insurance proceeds actually received or applied by the recipient of such amount in respect of an indemnifiable Loss, (ii) shall be (A) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder and (B) reduced by the amount, if any, of Tax Benefits actually realized by the Indemnified Party prior to the date such indemnity payment is made arising from the incurrence or payment of any such Loss (net of any and all out-of-pocket costs and expenses incurred by Buyer and/or its Affiliates (including the Banner Companies) in calculating or determining the amount, if any, of such actually realized Tax Benefits) and (iii) shall be reduced by any recoveries from third Persons pursuant to indemnification or otherwise in respect thereto. To the extent that any Tax Benefit is actually realized following the date that an indemnity payment is made, then no later than thirty (30) days after the annual Tax Return of the applicable Banner Company has been filed that takes into account the deduction or loss generated as a result of the Losses that gave rise to such indemnity payment, the Indemnified Party shall pay to the Indemnifying Party the amount of the Tax Benefits actually realized as a result of the Losses that gave rise to such indemnity payment. Notwithstanding anything to the contrary contained herein, no Tax Benefit shall be required to be paid by an Indemnified Party to an Indemnifying Party pursuant to this Section 9.6(a) to the extent such Tax Benefit has not been actually realized prior to the third taxable year following the taxable year that the deduction or loss relating to the Loss that gave rise to indemnification hereunder was generated.
(b) Notwithstanding anything to the contrary contained herein, Section 9.6(a)(ii) shall not apply with respect to any amounts payable pursuant to this Article IX or otherwise resulting from, arising out of or in connection with amounts payable under (i) the Retention Incentive Plan and (ii) the Change of Control Amendments (including, for the avoidance of doubt, any stay bonuses owing pursuant to such amendments), and VION and Seller acknowledge that any Tax Benefits related thereto shall be for the exclusive benefit of Buyer and its Affiliates (including the Banner Companies after the Closing).
(c) Each Indemnified Party shall be obligated in conn...
Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder. To the extent permitted by law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.
Computation of Indemnifiable Losses. Any amount payable pursuant to this Article VII shall be decreased to the extent of (a) any amounts actually recovered by the indemnified party from its insurers in respect of an indemnifiable Loss, net of costs of collection, and (b) any net Tax benefit, as, when and to the extent such Tax Benefit is actually realized in cash by the indemnified party arising out of an indemnifiable Loss. For purposes of this agreement, a Tax benefit is realized only when, as, and to the extent that actual cash Taxes paid to a Taxing authority are less than they would have been if the indemnifiable Loss had not occurred. The indemnifying party and the indemnified party shall cooperate in good faith in providing each other the information necessary to determine the Tax benefits, as the case may be, in each case. The indemnified party shall, at the indemnifying party’s expense, use its commercially reasonable efforts to pursue payment under or from any insurer in respect of such Losses.
Computation of Indemnifiable Losses. Any amount payable pursuant to this Article IX shall be (i) reduced by the amount of any reduction in cash Taxes and increased by the amount of any increase in cash Taxes, in each case payable by the Indemnified Party with respect to such losses and (ii) reduced by any amounts when, as and if actually received by the Indemnified Party under insurance policies, less any retro-premium obligations and the present value of any reasonably anticipated increase in insurance premiums on account of such losses. If a reduction in cash liability for Taxes of the Indemnified Party (less any increases in cash Taxes) occurs in a taxable period following the period in which the indemnification payment is made, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized.
Computation of Indemnifiable Losses. In calculating any Losses, the amount payable in respect of any Claim shall be reduced to reflect any compensation actually received by the Indemnified Party from any insurance claim (an “Insurance Benefit”), provided that the amount of such Insurance Benefit is not subject to reimbursement as a result of the amount payable in respect of such Claim; provided, however, that such reduction shall not apply to the extent of any retroactive adjustments or increase in insurance premium of such Indemnified Party.
Computation of Indemnifiable Losses. Any calculation of Losses for purposes of this Article XII shall be (a) reduced to account for any net Tax benefits actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred or in the immediately succeeding year; and (b) to the extent such receipt or accrual is not treated as an adjustment to the purchase price pursuant to Section 12.08 of this Agreement, increased to take account of any net Tax liability actually realized by the Indemnified Party arising from the receipt or accrual of an indemnity obligation hereunder.
Computation of Indemnifiable Losses. (a) Any amount payable pursuant to this Article VIII (i) shall be reduced to the extent of any insurance proceeds received or receivable by the recipient of such amount in respect of an indemnifiable Loss, (ii) shall be reduced by any recoveries from third Persons pursuant to indemnification or otherwise in respect thereto, and (iii) shall be reduced by any tax benefit that would otherwise result from the payment of the indemnification amount as mutually determined by Buyer and Seller in good faith in consultation with their tax advisors. If Buyer and Seller are unable to reach an agreement regarding the tax benefit described in subjection (iii) herein, then such amount shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve such dispute within twenty (20) days of having the dispute referred to it by Buyer or Seller. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller.
(b) Notwithstanding anything to the contrary herein, the amount of indemnification to which an Indemnified Party shall be entitled under this Article VIII shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any court of competent jurisdiction or, in the case of income tax indemnification for Tax Claims, “determination” within the meaning of Section 1313(a) of the Code or its equivalent in jurisdictions outside the United States; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses suffered by it.
(c) Any party receiving indemnity shall assign to the Indemnifying Party all of its claims for recovery against third Persons as to such Losses, whether by insurance coverage, contribution claims, subrogation or otherwise. In any case where an Indemnified Party recovers from third Persons any amount (other than any amounts deducted pursuant to Section 8.12(d) hereof) in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article VIII, such Indemnified Party shall promptly pay...
Computation of Indemnifiable Losses. Any amount payable pursuant to this Article IX shall be decreased or returned to the Indemnifying Party in the amount of (i) any net reduction in Tax liability that is realized by the recipient of such amount upon the payment of or as a result of, an indemnifiable Loss and (ii) any insurance proceeds received by the recipient of such amount in respect of an indemnifiable Loss.
Computation of Indemnifiable Losses. Any amount payable pursuant to this Article VII shall be decreased to the extent of (a) any amounts actually recovered by the indemnified party from any third party (including insurance proceeds) in respect of an indemnifiable Loss, and (b) any net Tax benefit actually realized by the indemnified party arising out of an indemnifiable Loss. The indemnifying party and the indemnified party shall cooperate in good faith in providing each other the information necessary to determine the Tax benefits, as the case may be, in each case. The indemnified party shall use its commercially reasonable efforts to pursue payment under or from any insurer or third-party in respect of such Losses. Buyer shall not, and shall cause the Stations not to, without the prior written consent of the Seller, waive, release, compromise, reduce or otherwise amend in any way that would limit coverage, any fully-paid insurance policies or coverage in effect at the Closing that relate to Losses.
