Effect of Taxes. The amount of any indemnity payments for Covered --------------- Liabilities under Section 8.2 or 8.3 above shall be (i) decreased to reflect the actual Tax Benefit, if any, to the indemnified party resulting from the Covered Liabilities giving rise to such indemnity payments and (ii) increased to reflect the actual Tax Loss, if any, payable by such indemnified party as a result of the receipt of such Covered Liabilities, in each case subject to the limitations on indemnification contained in Section 8.5. In either case, the amount shall be determined by the indemnified party taking into account only the taxable period in which such indemnity payment accrues (and prior periods) and not any subsequent periods. If an indemnity payment is made prior to the filing of relevant Tax Returns, the amount shall be determined on an estimated basis. Proper adjustments shall be made if the actual Tax Benefit or actual Tax Loss differ from the estimated amount. Any indemnity payment made pursuant to Section 8.2 or 8.3 shall be treated by Buyer and Shareholders as an adjustment to the Consideration.
Effect of Taxes. The determination of any indemnified loss, cost or expense shall take into account any tax benefit derived by Purchaser or any affiliated companies. To the extent that any deficiency for state, local, or federal income taxes which may be established against Company for any year ended on or prior to December 31, 1997, is occasioned by a determination by the Internal Revenue Service or state or local departments of revenue that any increase in income for the year gives rise to a deduction or deductions from ordinary income of Company in the same aggregate amount for a subsequent taxable year or years, such deficiency shall be assumed by Purchaser and shall not be a breach of any of Company or Shareholders' warranties, representations and covenants in this Agreement.
Effect of Taxes. The amount of indemnification payment due hereunder shall be reduced by the amount of any Income Tax benefit that the Purchaser, the Company and the Subsidiaries (or their Affiliates) realizes (or will realize) as a result of incurring such Loss. The amount of the Income Tax benefit realized (or that will be realized) as a result of incurring a Loss shall be computed on a hypothetical basis and shall equal the product of (i) the sum of (A) the amount of each Income Tax deduction (or similar benefit) of the Purchaser, the Company and the Subsidiaries (or their Affiliates) resulting from the Loss that is reasonably anticipated to be deductible (or used) in the tax year including the date of indemnification payment (or in any prior tax years) plus (B) the present value as of the date of the indemnification payment of each Income Tax deduction (or similar benefit) of the Purchaser, the Company and the Subsidiaries (or their Affiliates) resulting from the Loss that is reasonably anticipated to be deductible (or used) in any tax year after the tax year of the indemnification payment multiplied by (ii) forty percent (40%). For purposes of clause (B), the present value of a future Income Tax deduction (or similar benefit) shall be determined using a discount rate of five percent (5%) and assuming that all Tax benefits from the deduction (or similar benefit) are realized on the 182nd day of the Company's tax year for the year in which the deduction (or similar benefit) is reasonably anticipated to be claimed.
Effect of Taxes. The amount of any Loss incurred by a Purchasers' Indemnitee shall be reduced by any Tax benefits that Wxxxx Canada actually realizes as a result of the incurrence of such Loss. Any Loss shall initially be computed without respect to any of Wxxxx Canada’s Tax benefits (other than Tax benefits actually realized by Wxxxx Canada in any Tax years for which Wxxxx Canada has filed the final Tax Return for the prior to the computation of such Loss) and the Canadian Purchaser shall pay to the Canadian Seller the amount of such Tax benefits within ten (10) days of Wxxxx Canada actually filing the final Tax Return for the year in which the Tax benefits are actually realized. To the extent any Tax benefit that has reduced the amount of a Loss under this Section 12.8 is for whatever reason subsequently reduced, in whole or in part, the Canadian Seller shall pay (without regard to any limitations in this Agreement) to the Canadian Purchaser an amount equal to the disallowed Tax benefit.
Effect of Taxes. The amount of any Damages under this Article 12 shall be calculated giving effect to actual Tax savings, if any, to the Indemnified Party resulting from the payments (or adjustments) giving rise to the payment of such Damages, after giving effect to the additional Taxes, if any, incurred by reason of such indemnification payments (other than Taxes incurred by Buyer as a result of a reduction in Buyer's tax basis in Sithe Stock or otherwise incurred as a result of Buyer's treatment of such payment as a purchase price adjustment in accordance with Section 12.7). The amount shall be reasonably determined by the Indemnified Party taking into account actual Tax savings and actual additional Taxes realized or incurred or to be realized or incurred during the taxable period in which such payment of Damages accrues and during prior periods. All such calculations shall be subject to the reasonable review of the Indemnifying Party. Upon request by the Indemnifying Party, the Indemnified Party shall provide a certificate prepared by an Independent Accounting Firm regarding actual Tax savings and/or actual additional Taxes incurred or realized in any given year. If a payment of Damages is made prior to the filing of relevant Tax Returns, the amount shall be determined on an estimated basis. Proper adjustments shall be made if the actual Tax savings or actual additional Taxes differ from the estimated amount. Section
Effect of Taxes. The amount of any Loss for which indemnification is provided under this Article XV shall be (a) increased to take account of any net Tax cost actually incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from the incurrence of the Loss that gave rise to such Indemnity Claim.
Effect of Taxes. Except as provided in SECTION 4.3, all payments of principal and interest hereunder shall be made without deduction for any present and future taxes, levies, imposts, deductions, charges or withholdings (other than any of the foregoing on or measured by the net income of Lender pursuant to the income tax laws of any jurisdiction to which Lender is subject, including but not limited to that of the United States, California, and Illinois, if applicable, which amounts shall be paid by Lender), which amounts shall be paid by Borrower. Borrower will pay, within 10 days after demand by Lender, the amounts necessary so that the gross amount of the principal and interest paid is not less than that required by this Note. All stamp and documentary taxes shall be paid by Borrower. If, notwithstanding the previous three sentences, Lender pays any such taxes, Borrower will reimburse Lender, within 10 days after demand by Lender, for the amount paid (except for any income tax on the net income of Lender which shall be paid solely by Lender as provided in the foregoing parenthetical).
Effect of Taxes. The amount of any indemnity payments for Covered --------------- Liabilities under Section 8.2 or 8.3 shall be (i) decreased to reflect the actual Tax Benefit, if any, to the indemnified party resulting from the Covered Liabilities giving rise to such indemnity payments and (ii) increased to reflect the actual Tax Loss, if any, payable by such indemnified party as a result of the receipt of such Covered Liabilities (but only in any instance in which it is determined that the receipt of such Covered Liabilities by Buyer or any of the Buyer Indemnified Parties does not constitute an adjustment to the Merger Consideration, as hereinafter provided), in each case subject to the limitations on indemnification contained in this Article VIII. In either case, the amount shall be determined by the indemnified party taking into account only the taxable period in which such indemnity payment accrues (and prior periods) and not any subsequent periods. If an indemnity payment is made prior to the filing of relevant Tax returns, the amount shall be determined on an estimated basis. Proper adjustments shall be made if the actual Tax Benefit or actual Tax Loss differ from the estimated amount. Any indemnity payment made pursuant to Section 8.2 or 8.3 shall be treated by Buyer and the Company as an adjustment to the Merger Consideration.
Effect of Taxes. The determination of any loss, cost or expense shall take into account any tax benefit derived by RAI or any affiliated companies. To the extent that any deficiency for federal income taxes which may be established against RM&M for any year ended on or prior to June 30, 1998 is occasioned by a determination by the Internal Revenue Service that any increase in income for the year gives rise to a deduction or deductions from ordinary income in the aggregate amount of RM&M for a subsequent taxable year or years, this deficiency shall be assumed by RAI and shall not be a breach of any of RM&M or Shareholders' warranties, representations and covenants in this Agreement.
Effect of Taxes. The determination of any loss, cost or expense shall take into account any tax benefit derived by Purchaser or any affiliated companies. To the extent that any deficiency for federal income taxes which may be established against Company for any year ended on or prior to December 31, 1999, is occasioned by a determination by the Internal Revenue Service that any increase in income for the year gives rise to a deduction or deductions from ordinary income in the aggregate amount of Company for a subsequent taxable year or years, this deficiency shall be assumed by Purchaser and shall not be a breach of any of Shareholders' warranties, representations and covenants in this agreement.
