Common use of Indemnification Obligations Net of Taxes Clause in Contracts

Indemnification Obligations Net of Taxes. For all Tax purposes, TriMas and Horizon agree to treat any indemnification payment paid pursuant to this Article VI as either a contribution made by TriMas to Horizon or a distribution made by Horizon to TriMas, as the case may be, occurring immediately prior to the Distribution Date, except as otherwise required by applicable Law or a Final Determination (as defined in the Tax Sharing Agreement); provided, however, that in the event it is determined that such treatment is not permissible or if an Indemnified Party otherwise suffers a Tax detriment as a result of receiving such payment, the payment shall be increased to place the Indemnified Party in the same after Tax position as if the payment had been treated as intended under this Section 6.8. In addition, any indemnification payment paid pursuant to this Article VI will be decreased to take into account any reduction in taxable income of the Indemnified Party arising from the payment by the Indemnified Party of such indemnified liability (“Tax Benefits”). For purposes of this Section 6.8, any Tax Benefit will be determined (i) using the highest applicable marginal U.S. federal corporate income tax rate in effect at the time of the determination (and excluding any state income tax effect of such inclusion or reduction) and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate, the Indemnified Party has sufficient taxable income to use any tax deduction, and has no other relevant Tax Attributes (as defined in the Tax Sharing Agreement) at the time of the determination.

Indemnification Obligations Net of Taxes. For all Tax purposes, TriMas Timken and Horizon TimkenSteel agree to treat any indemnification payment paid pursuant to this Article VI V as either a contribution made by TriMas Timken to Horizon TimkenSteel or a distribution made by Horizon TimkenSteel to TriMasTimken, as the case may be, occurring immediately prior to the Distribution Date, except as otherwise required by applicable Law or a Final Determination (as defined in the Tax Sharing Agreement); provided, however, that in the event it . The amount of any Damages for which indemnification is determined that such treatment is not permissible or if an Indemnified Party otherwise suffers a Tax detriment as a result of receiving such payment, the payment shall be increased to place the Indemnified Party in the same after Tax position as if the payment had been treated as intended provided under this Section 6.8Agreement will be net of Taxes. In additionAccordingly, any indemnification payment paid pursuant to this Article VI V will be decreased to take into account any reduction in taxable income of the Indemnified Party arising from the payment by the Indemnified Party of such indemnified liability and increased to take into account any inclusion of taxable income of the Indemnified Party arising from the receipt of such indemnity payment if there is any such increase, notwithstanding the first sentence of this Section 5.9 (collectively, “Tax Benefits”). For purposes of this Section 6.85.9, any Tax Benefit will be determined (i) using the highest applicable marginal U.S. federal corporate income tax rate in effect at the time of the determination (and excluding any state income tax effect of such inclusion or reduction) and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate, the Indemnified Party has sufficient taxable income to use any tax deduction, and has no other relevant Tax Attributes (as defined in the Tax Sharing Agreement) at the time of the determination.

Indemnification Obligations Net of Taxes. For all Tax purposes, TriMas Timken and Horizon TimkenSteel agree to treat any indemnification payment paid pursuant to this Article VI V as either a contribution made by TriMas Timken to Horizon TimkenSteel or a distribution made by Horizon TimkenSteel to TriMasTimken, as the case may be, occurring immediately prior to the Distribution Date, except as otherwise required by applicable Law or a Final Determination (as defined in the Tax Sharing Agreement); provided, however, that in the event it . The amount of any Damages for which indemnification is determined that such treatment is not permissible or if an Indemnified Party otherwise suffers a Tax detriment as a result of receiving such payment, the payment shall be increased to place the Indemnified Party in the same after Tax position as if the payment had been treated as intended provided Exhibit 2.1 under this Section 6.8Agreement will be net of Taxes. In additionAccordingly, any indemnification payment paid pursuant to this Article VI V will be decreased to take into account any reduction in taxable income of the Indemnified Party arising from the payment by the Indemnified Party of such indemnified liability and increased to take into account any inclusion of taxable income of the Indemnified Party arising from the receipt of such indemnity payment if there is any such increase, notwithstanding the first sentence of this Section 5.9 (collectively, “Tax Benefits”). For purposes of this Section 6.85.9, any Tax Benefit will be determined (i) using the highest applicable marginal U.S. federal corporate income tax rate in effect at the time of the determination (and excluding any state income tax effect of such inclusion or reduction) and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate, the Indemnified Party has sufficient taxable income to use any tax deduction, and has no other relevant Tax Attributes (as defined in the Tax Sharing Agreement) at the time of the determination.