Common use of Indemnity Obligation Clause in Contracts

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s Increased Taxes; provided however, that the Company would not be required to indemnify any Indemnitee if such indemnification obligation would require the recording of a loss contingency upon completion of Company’s initial public offering. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments. (c) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (e.g., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s 's Increased Taxes; provided however, that the Company would not be required to indemnify any Indemnitee if such indemnification obligation would require the recording of a loss contingency upon completion of Company’s initial public offering. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing Taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is one (c) After the Company has made payments (as adjusted pursuant to be Section 2(b) hereof) to, or on behalf of, an Indemnitee in respect of Increased Taxes that equal the Trigger Amount for such Indemnitee, any payments made by the Company pursuant to this Section 2(b)Agreement in respect of any additional Increased Taxes shall equal the product of (i) such additional Increased Taxes and (ii) a fraction, the later payments shall take into account numerator of which is one and the effect denominator of any prior paymentswhich is one minus the Tax Rate. (cd) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (e.g., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.e.

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s 's Increased Taxes; provided however, that the Company would not be required to indemnify any Indemnitee if such indemnification obligation would require the recording of a loss contingency upon completion of Company’s initial public offering. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing Taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments. (c) After the Company has made payments (as adjusted pursuant to Section 2(b) hereof) to, or on behalf of, an Indemnitee in respect of Increased Taxes that equal the Trigger Amount for such Indemnitee, any payments made by the Company pursuant to this Agreement in respect of any additional Increased Taxes shall equal the product of (i) such additional Increased Taxes and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the Tax Rate. (d) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (e.g., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.e.

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s 's Increased Taxes; provided however, that the Company would not be required to indemnify any Indemnitee if such indemnification obligation would require the recording of a loss contingency upon completion of Company’s initial public offering. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments. (c) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (e.g.E.G., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee’s Increased Taxes; provided however, that the Company would not be required to indemnify any Indemnitee if such indemnification obligation would require the recording of a loss contingency upon completion of Company’s initial public offering. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments. (c) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (e.g., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.