Common use of Indemnity Amounts to be Computed on After-Tax Basis Clause in Contracts

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 indemnity indemnification payable under Section 8.2(g) shall be (i) net any 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 shall be (a) reduced by any net federal, state, local or foreign income Tax benefit actually realized by the allocation of rights and responsibilities with respect to Tax items, by such indemnified party Indemnified Party in the year in which the Loss occurs (andor, where Holdings Buyer is the indemnified partyIndemnified Party, any of the Companies or the Subsidiaries)its Affiliates, or the consolidated or similar group that includes such indemnified party, including any Company) by reason of the facts and circumstances giving rise to the indemnification, and (iib) increased by the amount of any federal, state, local or foreign or state income Tax actually 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, Indemnified Party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (iib)); 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 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 extent not covered by the first sentence case of a Tax benefit referred to in this Section 8.2(l)6.7 but actually realized after the payment of (and therefore not taken into account in determining the amount of) an indemnification payment, the amount Indemnified Party shall promptly notify the Indemnifying Party 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 realization of such refundTax benefit, of any refunds of foreign income taxes shall provide documentation in reasonable detail supporting such notice, shall cooperate with the Indemnifying Party as reasonably requested with respect to Pre-Closing Periods receivedsuch notice and documentation, whether through a crediting against and shall pay (or cause to be paid) to the Indemnifying Party an amount equal to the net Tax liability benefit actually realized by the Indemnified Party (or otherwiseany Affiliate) promptly after the Indemnified Party (or any Affiliate) realizes any such benefit, by any up to an amount (in the aggregate) not in excess of the Companies or Subsidiaries after the Closing, except any such refunds reflected indemnification payments (in the Closing Working Capital or attributable to a carryback from a Post-Closing Periodaggregate) paid by the Indemnifying Party. Section 6.8.

Indemnity Amounts to be Computed on After-Tax Basis. The amount of any indemnity indemnification payable under Section 8.2(g) any of the provisions of this Agreement shall be (i) net of reduced by any federal, foreign, state or state local income Tax benefit actually realized and by 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, or any of the Companies or the Subsidiaries), or the consolidated or similar group that includes such indemnified party, its Affiliates) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any federal, foreign state or state local income Tax required to be paid actually incurred by the indemnified party (and, where Holdings is the indemnified party, or any of the Companies or the Subsidiaries), or the consolidated or similar group that includes such indemnified party, on its Affiliates) as a result of the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentencethis Section, the amount of any state or local income Tax benefit or Tax cost shall take into account the federal income Tax effect of such benefit or cost. In addition, in the extent not covered by the first sentence case of a Tax benefit or Tax cost that is referred to in this Section 8.2(l), 7.3 but actually realized or incurred after the payment of (and therefore not taken into account in determining the amount of) an indemnification payment, then (i) the indemnified party shall promptly notify the indemnifying party of any indemnity payment under Section 8.2(g)(ithe realization of such Tax benefit or the incurrence of such Tax cost, shall provide documentation in reasonable detail supporting such notice, and shall cooperate with the indemnifying party as reasonably requested with respect to verifying such notice and documentation, and (ii) (A) the indemnified party shall be reducedpay to the indemnifying party an amount equal to such Tax benefit so realized, reduced (but not below zero) by the amountamount of such Tax cost (if any) so incurred, after first subtracting by the indemnified party (or any Affiliate), up to an amount (in the aggregate) not in excess of the indemnification payments (in the aggregate) paid by the indemnifying party, or (B) if the amount of any net such Tax cost resulting from so incurred exceeds the receipt or the accrual amount (if any) of such refundTax benefit so realized, the indemnifying party shall pay to the indemnified party an amount equal to such excess, subject to being increased pursuant to the principle 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 clause (ii) 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 Periodfirst sentence of this Section 7.3.