Common use of Indemnification Payments on After-Tax Basis Clause in Contracts

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Loss shall be calculated on an after-tax basis, which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Loss (the “Indemnified Event”), determined after taking into account (i) all increases in federal, state, local or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), (ii) to the extent not previously taken into account in computing the amount of such 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 (including any increased Tax that results from the Indemnified Event causing a reduction in Tax basis) as a result of the Indemnified Event, and (iii) to the extent not previously taken into account in computing the amount of such Loss, all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the Indemnified Party for all affected taxable years and periods as a result of the Indemnified Event. 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 federal mid-term rate in effect for the month in which the Indemnified Event occurs (using semi-annual compounding) as published by the IRS.

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all Any indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Indemnifiable Loss shall be calculated on an after-tax basis, which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Indemnifiable Loss (the “"Indemnified Event”"), determined after taking into account (i) all increases in federal, state, local local, foreign or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity such payment (as a result excluding any increased Tax that results from the receipt of the indemnity such payment being included in income, resulting in causing a reduction of tax basis, in Tax basis or otherwisesimilar 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 (including any increased Tax that results from the Indemnified Event causing a reduction in Tax basis) 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 as a result of the Indemnified Eventperiods. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the indemnifying party Indemnifying Party and Indemnified Party) and present value concepts (using a discount rate equal to the applicable federal mid-term rate Applicable Rate in effect for at the month in which time of the Indemnified Event occurs (using semi-annual compounding) ). Purchaser and Seller agree to report each indemnification payment hereunder as published by an adjustment to the IRSPurchase 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. Except as may otherwise be required by applicable Laws, all indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each The indemnity payment hereunder with respect to any Loss or Expense shall be calculated on an after“After-tax basisTax Basis”, which shall mean an amount which is sufficient to compensate the Indemnified Party indemnified party for the event giving rise to such Loss or Expense (the “Indemnified Event”), determined after taking into account (i1) all increases in federalFederal, state, local or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), (ii) provided, however, that the Buyer and the Sellers agree to report each payment made in respect of a Loss or Expense as an adjustment to the extent not previously taken into account Purchase Price for federal income Tax purposes unless the Indemnified Party determines in computing 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 amount Indemnitor shall indemnify the Indemnified Party for the effects of such Lossdisallowance, and it being further understood that the obligations under this parenthetical clause shall remain in effect without limitation as to time) (2) all increases in federalFederal, state, local and other Taxes (including estimated Taxes) payable by the Indemnified Party 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 (iii3) to the extent not previously taken into account in computing the amount of such Loss, all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized payable by the Indemnified Party for all affected taxable years and periods as a result of the Indemnified Event. All calculations shall be made using reasonable assumptions agreed upon by Buyer and Sellers and, in the case of any present value calculations, shall be made using the applicable federal rate in effect at the time of the relevant indemnification payment using reasonable assumptions Indemnified Event (as agreed to by based on the indemnifying party and Indemnified Party) and present value concepts (using a discount rate equal to the applicable federal Federal mid-term rate in effect for the month in which the Indemnified Event occurs (rate) using semi-annual compounding) as published by the IRS.

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all indemnification The indemnity payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Loss Losses shall be calculated on an after“After-tax basisTax Basis”, which shall mean an amount which is sufficient to compensate the Indemnified Party indemnified party for the event giving rise to such Loss Losses (the “Indemnified Event”), determined after taking into account (i1) all increases in federal, state, local or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), provided, however, that the Cargill Indemnitees and Newco Indemnitees agree to report each indemnification payment made in respect of any Losses as an adjustment to the amount of the Contribution for federal income tax purposes unless the indemnified party determines in good faith that such reporting position is incorrect (iiit 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), (2) to the extent not previously taken into account in computing the amount of such LossLosses, all increases in federal, state, local and or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party for all affected taxable years and or periods (including any increased Tax that results from ending on or before the Indemnified Event causing a reduction in Tax basis) Effective Date as a result of the Indemnified Event, Event and (iii3) to the extent not previously taken into account in computing the amount of such LossLosses, all reductions in federal, state, local and foreign Taxes or other taxes (including estimated Taxestaxes) realized by the Indemnified Party indemnified party for all affected taxable years and or periods ending on or before the Effective Date as a result of the Indemnified Event. 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 Partyindemnified party) and present value concepts (using a discount rate equal to the applicable federal rate in effect at the time of the Indemnified Event (based on the Federal mid-term rate in effect for the month in which the Indemnified Event occurs (rate) using semi-annual compounding) as published by the IRS.

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all Any indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Indemnifiable Loss shall be calculated on an after-tax basis, which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Indemnifiable Loss (the “Indemnified Event”), determined after taking into account (i) all increases in federal, state, local local, for- eign or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of such pay- ment (excluding any increased Tax that results from the indemnity receipt of such payment (as a result of the indemnity payment being included in income, resulting in causing a reduction of tax basis, in Tax basis or otherwisesimilar 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 (including any increased Tax that results from the Indemnified Event causing a reduction in Tax basis) 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 indemnifi- cation payments made with respect thereto for all affected taxable years and periods as a result of the Indemnified Eventperiods. All calculations shall be made at the time of the relevant indemnification payment using reasonable reason- able assumptions (as agreed to by the indemnifying party Indemnifying Party and Indemnified Party) and present value concepts (using a discount rate equal to the applicable federal mid-term rate Applicable Rate in effect for at the month in which time of the Indemnified Event occurs (using semi-annual compounding) ). Purchaser and Seller agree to report each indemnification payment hereunder as published by an adjustment to the IRSPurchase Price for federal income tax purposes unless the Indemnified Party receives an opinion from nationally recog- nized 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. Except as may otherwise be required by applicable Laws, all indemnification The indemnity payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Loss Losses shall be calculated on an after“After-tax basisTax Basis”, which shall mean an amount which is sufficient to compensate the Indemnified Party indemnified party for the event giving rise to such Loss Losses (the “Indemnified Event”), determined after taking into account (i1) all increases in federal, state, local or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), provided, however, that the Brookfield Office Properties Indemnitees and Brookfield Residential Indemnitees agree to report each indemnification payment made in respect of any Losses as an adjustment to the amount of the Contribution for federal income tax purposes unless the indemnified party determines in good faith that such reporting position is incorrect (iiit 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), (2) to the extent not previously taken into account in computing the amount of such LossLosses, all increases in federal, state, local and or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party for all affected taxable years and or periods (including any increased Tax that results from ending on or before the Indemnified Event causing a reduction in Tax basis) Effective Date as a result of the Indemnified Event, Event and (iii3) to the extent not previously taken into account in computing the amount of such LossLosses, all reductions in federal, state, local and foreign Taxes or other taxes (including estimated Taxestaxes) realized by the Indemnified Party indemnified party for all affected taxable years and or periods ending on or before the Effective Date as a result of the Indemnified Event. 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 Partyindemnified party) and present value concepts (using a discount rate equal to the applicable federal rate in effect at the time of the Indemnified Event (based on the Federal mid-term rate in effect for the month in which the Indemnified Event occurs (rate) using semi-annual compounding) as published by the IRS.

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all Any indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Indemnifiable Loss shall be calculated on an after-tax basis, which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Indemnifiable Loss (the “"Indemnified Event”"), determined after taking into account (i) all increases in federalFederal, state, local local, foreign or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity such payment (as a result excluding any increased Tax that results from the receipt of the indemnity such payment being included in income, resulting in causing a reduction of tax basis, in Tax basis or otherwisesimilar 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 (including any increased Tax that results from the Indemnified Event causing a reduction in Tax basis) 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 federalFederal, 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 as a result of the Indemnified Eventperiods. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the indemnifying party Indemnifying Party and Indemnified Party) and present value concepts (using a discount rate equal to the applicable federal mid-term rate Applicable Rate in effect for at the month in which time of the Indemnified Event occurs (using semi-annual compounding) ). Purchaser and each Seller agrees to report each indemnification payment hereunder as published by an adjustment to the IRSPurchase 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. Except as may otherwise be required by applicable Laws, all indemnification The indemnity payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Loss Losses shall be calculated on an after“After-tax basisTax Basis“, which shall mean an amount which is sufficient to compensate the Indemnified Party indemnified party for the event giving rise to such Loss Losses (the “Indemnified Event”“), determined after taking into account (i1) all increases in federal, state, local or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party as a result of the receipt of the indemnity payment (as a result of the indemnity payment being included in income, resulting in a reduction of tax basis, or otherwise), provided, however, that the Cargill Indemnitees and Newco Indemnitees agree to report each indemnification payment made in respect of any Losses as an adjustment to the amount of the Contribution for federal income tax purposes unless the indemnified party determines in good faith that such reporting position is incorrect (iiit 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), (2) to the extent not previously taken into account in computing the amount of such LossLosses, all increases in federal, state, local and or other Taxes taxes (including estimated Taxestaxes) payable by the Indemnified Party indemnified party for all affected taxable years and or periods (including any increased Tax that results from ending on or before the Indemnified Event causing a reduction in Tax basis) Effective Date as a result of the Indemnified Event, Event and (iii3) to the extent not previously taken into account in computing the amount of such LossLosses, all reductions in federal, state, local and foreign Taxes or other taxes (including estimated Taxestaxes) realized by the Indemnified Party indemnified party for all affected taxable years and or periods ending on or before the Effective Date as a result of the Indemnified Event. 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 federal mid-term rate in effect for the month in which the Indemnified Event occurs (using semi-annual compounding) as published by the IRS.the

Indemnification Payments on After-Tax Basis. Except as may otherwise be required by applicable Laws, all Any indemnification payments made hereunder shall be treated by the Seller and the Buyer for income Tax purposes as adjustments to the Purchase Price. Each indemnity payment hereunder with respect to any Indemnifiable Loss shall be calculated on an after-tax basis, which shall mean an amount which is sufficient to compensate the Indemnified Party for the event giving rise to such Indemnifiable Loss (the “Indemnified Event”), determined after taking into account (i) all increases in federal, state, local local, foreign or other Taxes (including estimated Taxes) payable by the Indemnified Party as a result of the receipt of the indemnity such payment (as a result excluding any increased Tax that results from the receipt of the indemnity such payment being included in income, resulting in causing a reduction of tax basis, in Tax basis or otherwisesimilar 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 (including any increased Tax that results from the Indemnified Event causing a reduction in Tax basis) 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 as a result of the Indemnified Eventperiods. All calculations shall be made at the time of the relevant indemnification payment using reasonable assumptions (as agreed to by the indemnifying party Indemnifying Party and Indemnified Party) and present value concepts (using a discount rate equal to the applicable federal mid-term rate Applicable Rate in effect for at the month in which time of the Indemnified Event occurs (using semi-annual compounding) ). Purchaser and Seller agree to report each indemnification payment hereunder as published by an adjustment to the IRSPurchase 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).