Indemnification Payments on After-Tax Basis. Any indemnification payment hereunder with respect to any Indemnifiable Loss shall be an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Indemnifiable Loss (the "Indemnified Event"), after taking into account (i) all increases in federal, state, local, foreign or other Taxes payable by the Indemnified Party as a result of the receipt of such payment (excluding any increased Tax that results from the receipt of such payment causing a reduction in Tax basis or similar Tax attributes); (ii) to the extent not previously taken into account in computing the amount of such Indemnifiable Loss, all increases in federal, state, local and other Taxes (including estimated Taxes) payable by the Indemnified Party for all affected taxable years and periods as a result of the Indemnified Event; and (iii) to the extent not previously taken into account in computing the amount of such Indemnifiable Loss, all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized or realizable by the Indemnified Party as a result of the Indemnified Event and any indemnification payments made with respect thereto for all affected taxable years and periods. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the Indemnifying Party and Indemnified Party) and present value concepts (using a discount rate equal to the Applicable Rate in effect at the time of the Indemnified Event using semi-annual compounding). Purchaser and Seller agree to report each indemnification payment hereunder as an adjustment to the Purchase Price for federal income tax purposes unless the Indemnified Party receives an opinion from nationally recognized tax counsel, in form and substance reasonably satisfactory to the Indemnifying Party, to the effect that such reporting position is incorrect (it being understood that if any reporting position is later disallowed in any administrative or court proceedings, the Indemnifying Party shall indemnify the Indemnified Party for the effects of such disallowance (including any increased Tax that results from such disallowance), and it being further understood that the obligations under this parenthetical clause shall remain in effect without limitation as to time).
Indemnification Payments on After-Tax Basis. Any indemnification payment hereunder with respect to any Loss or Expense shall be an amount which is sufficient to compensate the indemnified party for the amount of such Loss or Expense, after taking into account all increases in federal, state, local, foreign or other Taxes payable by the indemnified party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing such Taxes payable by the indemnified party at any time).
Indemnification Payments on After-Tax Basis. Any indemnification payment hereunder with respect to any Purchaser Losses or Seller Losses, as the case may be, shall be an amount which is sufficient to compensate the Indemnified Party for the amount of such Losses, after taking into account all readily ascertainable increases in federal, state, local, foreign, or other taxes payable by the Indemnified Party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing taxes payable by the Indemnified Party or the stockholders of Seller, as the case may be, at any time). Furthermore, in computing the amount due to a party by reason of a claim for Losses under this Article 9, the aggregate amount due such party shall be reduced by (a) the proceeds of any related insurance or recoveries which cover such claim and are actually received by such party and (b) any readily ascertainable resultant income tax benefits inuring to such party.
Indemnification Payments on After-Tax Basis. Any indemnification payment hereunder with respect to any Loss or Expense shall be an amount which is sufficient to compensate the Indemnified Party for the amount of such Loss or Expense, after taking into account: (i) all increases in federal, state, local, foreign or other Taxes payable by the Indemnified Party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis or otherwise increasing the Taxes payable by the Indemnified Party at any time); (ii) all increases in Taxes (including estimated Taxes) payable by the Indemnified Party for all affected taxable years as a result of the event giving rise to indemnification; and (iii) all reductions in Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the event giving rise to indemnification. This Section 11.5 shall not apply to any payment made by Cinram to Quixote or DMI to reimburse Quixote or DMI for a payment of Taxes made by Quixote or DMI for which Cinram is liable pursuant to this Agreement. ARTICLE XII TERMINATION 12.1.
Indemnification Payments on After-Tax Basis. Any indemnification payment hereunder with respect to any Loss or Expense shall be an amount which is sufficient to compensate the Indemnified Party for the amount of such Loss or Expense, after taking into account all increases in federal, state, local, foreign or other Taxes payable by the Indemnified Party as a result of the receipt of such payment (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing such Taxes payable by the indemnified party at any time). Buyer and Seller each agree to report each indemnification payment hereunder as an adjustment to the Purchase Price for federal income tax purposes unless the Indemnified Party determines in good faith that such reporting position is incorrect (it being understood that if any reporting position is later disallowed in any administrative or court proceedings, the indemnifying party shall indemnify the indemnified party for the effects of such disallowance, and it being further understood that the obligations under this parenthetical clause shall remain in effect without limitation as to time).
Indemnification Payments on After-Tax Basis. Any indemnification payment under this Article XI with respect to a Loss or Expense shall be an amount that is sufficient to compensate the Indemnified Party for the amount of such Loss or Expense, after taking into account all increases or decreases in Taxes payable by the Indemnified Party or its Affiliates as a result of the receipt of such payment or the taking of any deduction related to the Loss or Expense giving rise thereto (by reason of such payment being included in income, resulting in a reduction of tax basis, or otherwise increasing or decreasing such Taxes payable by the Indemnified Party or its Affiliates at any time); provided, that notwithstanding the foregoing, any indemnification payment under this Article XI shall not take into account any increases or decreases in Taxes recognized after the second full taxable year of the Company following the taxable year that includes the Closing Date.
Indemnification Payments on After-Tax Basis. The indemnity payment hereunder with respect to any Loss or Expense shall be calculated on an “After-Tax Basis,” which shall mean an amount which is sufficient to compensate the Parent Group Member for the amount of such Loss or Expense, determined after taking into account (a) all increases in federal, state, local, foreign or other Taxes (including estimated Taxes) payable by such Parent Group Member as a result of the receipt of such indemnity payment (as a result of such indemnity payment being included in income, resulting in a reduction of Tax basis or otherwise), (b) to the extent not previously taken into account in computing the amount of such Loss or Expense, all increases in federal, state, local, foreign and other Taxes (including estimated Taxes) payable by such Parent Group Member for all affected taxable years and periods (including any increased Tax that results from the indemnified event causing a reduction in Tax basis) as a result of the indemnified event and (c) to the extent not previously taken into account in computing the amount of such Loss or Expense, all reductions in federal, state, local, foreign and other Taxes (including estimated Taxes) realized by such Parent Group Member for all affected taxable years and periods as a result of such Loss or Expense.
