Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article 11 shall be (a) net of any federal or state income tax benefit realized or the then-present value (based on a discount rate of 5%) of any such income tax benefit to be realized by the Indemnified Party (or, where Buyer is the Indemnifying Party, any of the Sellers) by reason of the facts and circumstances giving rise to the indemnification, and (b) increased by the amount of any federal or state income tax required to be paid by the Indemnified Party on the accrual or receipt of the indemnification payment. For purposes of the preceding sentence, the amount of any state income tax benefit or cost shall take into account the federal income tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnity payable under Section 8.2(g) shall be (i) net of any federal, foreign, or state income Tax benefit realized and the then present value (based on a discount rate of five percent (5%)) of any such income Tax benefit to be realized, after taking into account the provisions of this Agreement relating to the allocation of rights and responsibilities with respect to Tax items, by such indemnified party (and, where Holdings is the indemnified party, any of the Companies or the Subsidiaries), or the consolidated or similar group that includes such indemnified party, by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any federal, foreign or state income Tax required to be paid by the indemnified party (and, where Holdings is the indemnified party, any of the Companies or the Subsidiaries), or the consolidated or similar group that includes such indemnified party, on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost. In addition, the extent not covered by the first sentence of this Section 8.2(l), the amount of any indemnity payment under Section 8.2(g)(i) shall be reduced, but not below zero) by the amount, after first subtracting the amount of any net Tax cost resulting from the receipt or the accrual of such refund, of any refunds of foreign income taxes with respect to Pre-Closing Periods received, whether through a crediting against Tax liability or otherwise, by any of the Companies or Subsidiaries after the Closing, except any such refunds reflected in the Closing Working Capital or attributable to a carryback from a Post-Closing Period.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article IX shall be (i) net of any federal, foreign or state income Tax benefit realized or the then present value (based on a discount rate of five percent (5%)) of any such income Tax benefit to be realized by such indemnified party (and, where Holdings is the indemnified party, any of the Companies and the Subsidiaries) or any consolidated or similar group that includes the indemnified party by reason of the facts and circumstances giving rise to the indemnification after taking into account the provisions of this Agreement relating to the allocation of rights and responsibilities with respect to Tax items, and (ii) increased by the amount of any federal, foreign or state income Tax required to be paid by the indemnified party (and, where Holdings is the indemnified party, any of the Companies and the Subsidiaries) or any consolidated or similar group that includes the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article XII shall be (i) net of any income tax benefit realized or the then-present value (based on a discount rate of 5%) of any such income tax benefit to be realized by any indemnified party (or, where any Buyer is an indemnified party, any of the Companies) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any income tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state, provincial, or local income tax benefit or cost shall take into account any federal or national income tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article VIII shall be (i) net of any federal or state income tax benefit realized or the then-present value (based on a discount rate of 6%) of any such income tax benefit to be realized by the indemnified party by reason of the facts and circumstances giving rise to the indemnification; (ii) increased by the amount of any federal or state income tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)); and (iii) reduced by any insurance recoveries offsetting the amount of the loss. For purposes of the preceding sentence, the amount of any state income tax benefit or cost shall take into account the federal income tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article VIII shall be (i) net of any Federal Income Tax or State Income Tax benefit realized or the then-present value (based on a discount rate of five percent per annum) of any such Income Tax benefit to be realized by the indemnified party (or, where Buyer is the indemnified party, the Company and its Subsidiaries) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any Federal Income Tax or State Income Tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any State Income Tax benefit or cost shall take into account the Federal Income Tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article VII other than Section 7.2(a)(ii) shall be (i) net of any federal or state income tax benefit realized or the then-present value (based on a discount rate of 6%) of any such income tax benefit (attributable to a loss, deduction, increase in basis or other tax benefits) to be realized by the indemnified party (or, where any of the Purchaser Indemnified Parties is an indemnified party, by any of the Target Company and the Related Entities) by reason of a loss for which there is indemnification hereunder, and (ii) increased by the amount of any federal or state income tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state income tax benefit or cost shall take into account the federal income tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article X shall be (i) net of any actual federal Income Tax benefit or State Income Tax benefit realized or the then present value, based on a discount rate of 6%, of any such undisputed (in good faith) Tax benefit to be realized by the indemnified party (or, where CEPCB is the indemnified party, any of the Transferred Companies) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any actual federal Income Tax or State Income Tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any State Income Tax benefit or cost shall take into account the federal Income Tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Agreement shall be (i) reduced by any net federal, state, local or foreign income Tax benefit actually realized by the Indemnified Party (or, where Buyer is the Indemnified Party, any of its Affiliates, including the Company) in the same tax year in which the Loss giving rise to such indemnification has occurred by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any federal, state, local or foreign income Tax actually required to be paid by the Indemnified Party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state, local or foreign income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under any of the provisions of this Article IX shall be (i) net of any Federal or State Income Tax benefit realized or the then present value (based on a discount rate of 3%) of any such income Tax benefit to be realized by the indemnified party (or, where Buyer is the indemnified party, any of NCNG and the Subsidiaries) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any Federal or State Income Tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any State Income Tax benefit or cost shall take into account the Federal Income Tax effect of such benefit or cost.
