Common use of Indemnification Obligations Net of Taxes Clause in Contracts

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time or payments required under any of the Commercial Agreements) as either a contribution by DevCo to SpinCo or a distribution by SpinCo to DevCo, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment required by this Agreement (other than payments Except with respect to interest accruing after the Effective Time or payments required under any Indemnity Payment for Losses relating to a breach of the Commercial Agreements) Tax Sharing Agreement, which Indemnity Payments shall be treated in accordance with the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any Indemnity Payment paid pursuant to this Article IX as either a capital contribution made by DevCo United Online to SpinCo FTD or as a distribution made by SpinCo FTD to DevCoUnited Online, as the case may be, occurring immediately prior to on the Effective Time or as a payment date of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (ax) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (by) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment required by this Agreement (other than payments Except with respect to interest accruing after the Effective Time or payments required under any indemnity payment for Losses relating to a breach of the Commercial Agreements) Tax Sharing Agreement, which indemnity payments shall be treated in accordance with Section 4.7 of the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any indemnity payment as either a capital contribution made by DevCo MII to SpinCo B&W or as a distribution made by SpinCo B&W to DevCoMII, as the case may be, occurring immediately prior to on the Effective Time or as a payment date of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment Unless otherwise required by applicable Law, the Parties will characterize any Indemnity Payment made pursuant to this Agreement (other than payments with respect to interest accruing after or any Spin-off Agreement in the Effective Time or payments required under any of the Commercial Agreements) same manner as either if such payment were a contribution made by DevCo Greatbatch to SpinCo Nuvectra or as a distribution made by SpinCo Nuvectra to DevCoGreatbatch, as the case may be, occurring immediately prior to before the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawDistribution Time.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax Tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.6, the value of any tax Tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposespurposes other than for purposes of Section 355(g) of the Code, DevCo Ensign and SpinCo Pennant agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time or payments required under any of the Commercial AgreementsTime) as either a contribution by DevCo Ensign to SpinCo Pennant or a distribution by SpinCo Pennant to DevCoEnsign, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.6, the value of any tax Tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (ax) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (by) the highest statutory rate applicable under Section 11 of such laws. To the Code, or other extent permitted by applicable Law. For all Tax purposes, DevCo and SpinCo agree the Parties will treat the character of any indemnity payment in the same manner as if such payment were a capital contribution made by Noble to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time Paragon or payments required under any of the Commercial Agreements) as either a contribution by DevCo to SpinCo or a distribution made by SpinCo Paragon to DevCoNoble, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as date recited above on which the case may be, to Parties entered into the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposesTo the extent permitted by Law, DevCo and SpinCo agree the Parties will treat any Indemnity Payment paid pursuant to treat (i) any payment required by this Agreement (other than payments with respect as a capital contribution made by Ashford Trust to interest accruing after the Effective Time Ashford Inc. or payments required under any of the Commercial Agreements) as either a contribution by DevCo to SpinCo or a distribution made by SpinCo Ashford Inc. to DevCoAshford Trust, as the case may be, occurring immediately prior to on the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawDate.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment required by this Agreement (other than payments Except with respect to interest accruing after the Effective Time or payments required under any Indemnity Payment for Losses relating to a breach of the Commercial Agreements) Tax Sharing Agreement, which Indemnity Payments shall be treated in accordance with the Tax Sharing Agreement, and to the extent permitted by Law, the Parties will treat any Indemnity Payment paid pursuant to this Article IX as either a capital contribution made by DevCo Holdings to SpinCo New A&B or as a distribution made by SpinCo New A&B to DevCoHoldings, as the case may be, occurring immediately prior to on the Effective Time or as a payment date of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposespurposes other than for purposes of Section 355(g) of the Code, DevCo Ensign and SpinCo CareTrust agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time or payments required under any of the Commercial AgreementsTime) as either a contribution by DevCo Ensign to SpinCo CareTrust or a distribution by SpinCo CareTrust to DevCoEnsign, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo HCP and SpinCo QCP agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time or payments required under any of the Commercial AgreementsTime) as either a contribution by DevCo HCP to SpinCo QCP or a distribution by SpinCo QCP to DevCoHCP, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. For purposes of this Section 9.610.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposesTo the extent permitted by Law, DevCo and SpinCo agree the Parties will treat any Indemnity Payment paid pursuant to treat (i) any payment required by this Agreement (other than payments with respect as a capital contribution made by Ashford Trust to interest accruing after the Effective Time Ashford Prime or payments required under any of the Commercial Agreements) as either a contribution by DevCo to SpinCo or a distribution made by SpinCo Ashford Prime to DevCoAshford Trust, as the case may be, occurring immediately prior to on the Effective Time or as a payment date of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment Unless otherwise required by applicable Law, the Parties will characterize any indemnity payment made pursuant to this Agreement (other than payments with respect to interest accruing after or any Ancillary Agreement in the Effective Time or payments required under any of the Commercial Agreements) same manner as either if such payment were a contribution made by DevCo CHK to SpinCo SSE or as a distribution made by SpinCo SSE to DevCoCHK, as the case may be, occurring immediately prior to before the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawDistribution Time.

Indemnification Obligations Net of Taxes. The Parties parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.7, the value of any such tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (ax) the amount of any present or future the deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, Code as a result of such the underlying Loss and (by) the highest statutory rate applicable under Section 11 of the Code. Notwithstanding the immediately preceding sentence, if the Loss subject to indemnification exceeds U.S. $1.0 million (determined on an item-by-item basis) and such deduction, or other applicable Law. For all Tax purposesportion thereof, DevCo and SpinCo agree to treat creates or increases a net operating loss under section 172 of the Code, then (i) any payment required by this Agreement (other than payments with respect to interest accruing after such deduction, or portion thereof, will not be included in the Effective Time or payments required under any computation of the Commercial Agreementstax benefit and (ii) the Indemnitee shall pay the Indemnifying party the amount by which the tax benefit is reduced by application of this sentence when such net operating loss is used or absorbed by the Indemnitee. To the extent permitted by law, the parties will treat any indemnity payment as either a capital contribution made by DevCo Transocean Holdings to SpinCo TODCO or as a distribution made by SpinCo TODCO to DevCoTransocean Holdings, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as date recited above on which the case may be, to the party entitled under parties entered into this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawAgreement.

Indemnification Obligations Net of Taxes. The Parties parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.7, the value of any such tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (ax) the amount of any present or future the deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, Code as a result of such the underlying Loss and (by) the highest statutory rate applicable under Section 11 of the Code. Notwithstanding the immediately preceding sentence, if the Loss subject to indemnification exceeds U.S.$1.0 million (determined on an item-by-item basis) and such deduction, or other applicable Law. For all Tax purposesportion thereof, DevCo and SpinCo agree to treat creates or increases a net operating loss under section 172 of the Code, then (i) any payment required by this Agreement (other than payments with respect to interest accruing after such deduction, or portion thereof, will not be included in the Effective Time or payments required under any computation of the Commercial Agreementstax benefit and (ii) the Indemnitee shall pay the Indemnifying party the amount by which the tax benefit is reduced by application of this sentence when such net operating loss is used or absorbed by the Indemnitee. To the extent permitted by law, the parties will treat any indemnity payment as either a capital contribution made by DevCo Transocean Holdings to SpinCo TODCO or as a distribution made indirectly by SpinCo TODCO to DevCoTransocean Holdings, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment indemnity payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authoritytaxing authority. For purposes of this Section 9.63.6, the value of any tax benefit to the Indemnitee from the underlying Loss shall be an amount equal to the product of (a) the amount of any present or future deduction allowed or allowable to the Indemnitee by the Code, or other applicable Law, as a result of such Loss and (b) the highest statutory rate applicable under Section 11 of the Code, or other applicable Law. For all Tax purposes, DevCo and SpinCo agree to treat (i) any payment Unless otherwise required by applicable Law, the Parties will characterize any indemnity payment made pursuant to this Agreement (other than payments with respect to interest accruing after the Effective Time or payments required under any of the Commercial Agreements) Ancillary Agreement as either a contribution made by DevCo CHK to SpinCo SSE or as a distribution made by SpinCo SSE to DevCoCHK, as the case may be, occurring immediately prior to before the Effective Time or as a payment of an assumed or retained Liability, and (ii) any payment of interest as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable LawDistribution Time.