Indemnity Amounts to be Computed on After-Tax Basis Clause Samples
The "Indemnity Amounts to be Computed on After-Tax Basis" clause defines that any indemnification payments made under the agreement must be calculated by considering the tax effects on the recipient. In practice, this means that if a party receives an indemnity payment, the amount should be adjusted to reflect the taxes they would owe or save as a result of the payment, ensuring the recipient is made whole on a net, after-tax basis. This clause is essential for ensuring that indemnified parties are not left with a financial shortfall due to tax liabilities arising from indemnity payments, thereby providing true compensation for their losses.
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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 (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 Indemnified Party, any of the Companies) 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 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 Agreement shall be (a) reduced by any net federal, state, local or foreign income Tax benefit actually realized by the Indemnified Party in the year in which the Loss occurs (or, where Buyer is the Indemnified Party, any of its Affiliates, including any Company) by reason of the facts and circumstances giving rise to the indemnification, and (b) 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 (b)); provided that the amount of indemnification under this Agreement shall not exceed the Maximum Indemnification Limit. 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. In addition, in the case of a Tax benefit referred to in this Section 6.7 but actually realized after the payment of (and therefore not taken into account in determining the amount of) an indemnification payment, the Indemnified Party shall promptly notify the Indemnifying Party of the realization of such Tax benefit, shall provide documentation in reasonable detail supporting such notice, shall cooperate with the Indemnifying Party as reasonably requested with respect to such notice and documentation, and shall pay (or cause to be paid) to the Indemnifying Party an amount equal to the net Tax benefit actually realized by the Indemnified Party (or any Affiliate) promptly after the Indemnified Party (or any Affiliate) realizes any such benefit, up to an amount (in the aggregate) not in excess of the indemnification payments (in the aggregate) paid by the Indemnifying Party.
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 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 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 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 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.
Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnification payable under this Agreement shall be (a) treated as an adjustment to the Acquisition Consideration for Tax purposes and (b) net of any Tax benefit actually realized by the Indemnified Person (including, where the Purchaser is the Indemnified Party, the Company) by reason of the facts and circumstances giving rise to the indemnification and (ii) increased by the amount of any 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 income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost. No party may recover a duplicate economic benefit under this Section 8.6 and Section 6.13.