Common use of Indemnity Reduced By Income Tax Benefits From Indemnified Liability Clause in Contracts

Indemnity Reduced By Income Tax Benefits From Indemnified Liability. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the SFER Group's or any of its member's liability for a federal or state tax based upon or determined with reference to income, the amount that Monterey would otherwise be required to pay as indemnification for such Indemnified Liability shall be reduced by the aggregate deemed reduction, on account of such deduction of the Indemnified Liability, in the tax liability of the SFER Group or any member to all taxing jurisdictions over all taxable periods in which the Indemnified Liability is deductible. The deemed reduction in tax liability to a taxing jurisdiction for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed by multiplying (i) such taxing jurisdiction's highest effective tax rate applicable to the taxable income of corporations such as SFER of the character against which the Indemnified Liability is deductible, times (ii) the portion of the Indemnified Liability that constitutes a deduction in such taxing jurisdiction in such taxable period, and, (iii) in the case of a state, times the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state; provided, however, that in the case of a state tax determined as a percentage of federal income tax liability, the amount of deemed reduction in tax lability to such state for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed by

Indemnity Reduced By Income Tax Benefits From Indemnified Liability. (a) If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the SFER FMC Group's or any of its member's liability for a federal or state tax based upon or determined with reference to income, the amount that Monterey Gold would otherwise be required to pay as indemnification for such Indemnified Liability shall be reduced by the aggregate deemed reduction, on account of such deduction of the Indemnified Liability, in the tax liability of the SFER FMC Group or any member of the FMC Group to all taxing jurisdictions over all taxable periods in which the Indemnified Liability is deductible. . (b) The deemed reduction in tax liability to a taxing jurisdiction for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed by multiplying (i) such taxing jurisdiction's highest effective marginal tax rate applicable to the taxable income of corporations such as SFER FMC of the character against which the Indemnified Liability is deductible, times (ii) the portion of the Indemnified Liability that constitutes a deduction in such taxing jurisdiction in such taxable period, and, (iii) in the case of a state, times the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state; provided, however, that in the case of a state tax determined as a percentage of federal income tax liability, the amount of deemed reduction in tax lability to such state for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed bytaxable

Indemnity Reduced By Income Tax Benefits From Indemnified Liability. If an any Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the SFER Indemnified Party Group's or any of its member's liability for a federal or state tax based upon or determined with reference to income, the amount that Monterey the Indemnified Party would otherwise be required to pay as indemnification for such Indemnified Liability shall be reduced by the aggregate deemed reduction, on account of such deduction of the Indemnified Liability, in the tax liability of the SFER Group Indemnified Party Group, or any member to all taxing jurisdictions over all taxable periods in which the Indemnified Liability is deductible. The deemed reduction in tax liability to a taxing jurisdiction for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed by multiplying (i) such taxing jurisdiction's highest effective marginal tax rate applicable to the taxable income of corporations such as SFER the Indemnified Party of the character against which the Indemnified Liability is deductible, times (ii) the portion of the Indemnified Liability that constitutes a deduction in such taxing jurisdiction in such taxable period, and, (iii) in the case of a state, times (iii) the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state; providedPROVIDED, howeverHOWEVER, that in the case of a state tax determined as a percentage of federal income tax liability, the amount of deemed reduction in tax lability liability to such state for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed byby multiplying (i) such state's highest percentage rate applicable to the taxable income of corporations such as the Indemnified Party in such taxable period of such character against which the Indemnified Liability is deductible, times (ii) the deemed reduction in federal income tax in such taxable period resulting from the deductibility of the Indemnified Liability computed in accordance with this Paragraph 3.4, times (iii) the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state. The amount of such reduction in the Indemnified Party's liability shall be unaffected by any interest paid to the Indemnified Party Group, or any member thereof, by a taxing authority by reason of any such deduction.

Indemnity Reduced By Income Tax Benefits From Indemnified Liability. If an Indemnified Liability is of a type that constitutes a deduction from income in any taxable period in determining the SFER SFP Group's or any of its member's liability for a federal or state tax based upon or determined with reference to income, the amount that Monterey SFER would otherwise be required to pay as indemnification for such Indemnified Liability shall be reduced by the aggregate deemed reduction, on account of such deduction of the Indemnified Liability, in the tax liability of the SFER SFP Group or any member to all taxing jurisdictions over all taxable periods in which the Indemnified Liability is deductible. The deemed reduction in tax liability to a taxing jurisdiction for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed by multiplying (i) such taxing jurisdiction's highest effective marginal tax rate applicable to the taxable income of corporations such as SFER SFP of the character against which the Indemnified Liability is deductible, times (ii) the portion of the Indemnified Liability that constitutes a deduction in such taxing jurisdiction in such taxable period, and, (iii) in the case of a state, times (iii) the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state; providedPROVIDED, howeverHOWEVER, that in the case of a state tax determined as a percentage of federal income tax liability, the amount of deemed reduction in tax lability liability to such state for any taxable period in which all or a portion of the Indemnified Liability is deductible shall be deemed to be the amount computed byby multiplying (i) such state's highest percentage rate applicable to the taxable income of corporations such as SFP in such taxable period of such character against which the Indemnified Liability is deductible, times (ii) the deemed reduction in federal income tax in such taxable period resulting from the deductibility of the Indemnified Liability computed in accordance with this Paragraph 3.4, times (iii) the percentage representing the extent to which the deduction for the Indemnified Liability is apportioned or allocated to such state. The amount of such reduction in SFER's liability shall be unaffected by any interest paid to the SFP Group, or any member thereof, by a taxing authority by reason of any such deduction.