Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered.
(b) Any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of suc...
Insurance; Tax Benefits. In the event and to the extent that the Seller Indemnifying Parties shall be liable to indemnify the Parent Indemnified Parties pursuant to this Agreement, such Dollar amounts shall be reduced by any proceeds from insurance or tax benefits received by the Parent Indemnified Parties.
Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. If an Indemnified Party shall have used its commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered.
(b) Any indemnity payments made pursuant to Article X by Purchaser to Parent and any Losses applied to the Threshold, the Applicable Argentina Losses Threshold or the Applicable LTC Losses Threshold shall be made net of any Tax Benefit available to Purchaser or any of its Affiliates resulting from the incurrence or payment of Losses. The amount of any Tax Benefit shall be determined pursuant to Section 8.11.
Insurance; Tax Benefits. Section 125 The benefits provided to employees by Section 125 of the Revenue Act of 1978 shall be made available to all teachers in South Xxxxx Schools. An amount not to exceed 50% of salary may be set aside by the employee for the selection of benefits under Section 125 of the Internal Revenue Code which are non-taxable benefits of major-medical, long-term disability, short term disability, Section 79 Life, non-reimbursed medical expenses, and dependent care. All administrative fees shall be paid by the board. The plan shall be for a period of one year and be subject to review and renewal.
Insurance; Tax Benefits. (a) Notwithstanding anything herein to the contrary, Damages shall be net of any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. If an Indemnified Party shall have used its reasonable best efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Damages in full within 120 days, the Indemnifying Party shall promptly pay upon written request the amount with interest accrued thereon, by which such Damages exceeds the amounts actually recovered.
(b) The Indemnified Party shall claim on the appropriate Tax Return any Benefit Item arising from the incurrence or payment of Damages if the Indemnified Party believes such Benefit Item is allowable or if the Indemnifying Party provides the Indemnified Party with an opinion of a nationally recognized law firm or accounting firm (which firm and opinion shall be reasonably acceptable to the Indemnified Party) to the effect that such Benefit Item "should" be allowable. Not more than ten (10) Business Days after filing the Tax Return on which such Benefit Item is claimed, the Indemnified Party shall pay the Indemnifying Party the amount of any realized Tax Benefit arising from such Benefit Item (net of the Tax cost, including the net present value of any reasonably anticipated future Tax cost, to the Indemnified Party or its Affiliates arising from the receipt of the indemnification payment).
Insurance; Tax Benefits. Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered.
Insurance; Tax Benefits. The amount of any Losses for which indemnification is provided under this ARTICLE XI shall be reduced by any amounts recoverable by the Indemnified Party or any of its Affiliates from any third party (including under any insurance policy). If the amount with respect to which any claim is made under this ARTICLE XI gives rise to a Tax Benefit to the Indemnified Party that made the claim, such Indemnified Party shall refund to the Indemnifying Party the amount of such Tax Benefit when, as and if actually realized. “Tax Benefit” means, with respect to any Indemnified Party, an amount by which the Tax liability of such Indemnified Party (or group of Affiliates including such Indemnified Party) is actually reduced (including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise), net of any increase in such party’s Tax liability, as a result of its receipt of payment for the applicable indemnity claim (but in any case, not below zero).
Insurance; Tax Benefits. The amount of any Losses giving rise to any indemnification obligation hereunder shall be reduced by an amount equal to any insurance proceeds or other third-party reimbursement actually received by the Indemnified Party with respect to such Losses.
Insurance; Tax Benefits. The amount of any Losses for which indemnification is provided to an Indemnified Party under this ARTICLE VIII will be reduced by (i) any amounts actually recovered by such Indemnified Party under insurance policies with respect to such Losses, less the aggregate amount of all reasonable costs and expenses incurred by such Indemnified Party in connection with the recovery of such proceeds (including payment of deductibles and self-insured retention amounts), and less the present value of all insurance policy premium increases resulting therefrom and (ii) any Tax benefit actually recognized on a “with” or “without” basis by any Indemnified Party, any of its Affiliates, or any consolidated, combined or unitary group of which any such Indemnified Party or Affiliate is a member in connection with the accrual, incurrence, or payment of such Losses, or any correlative adjustment that makes allowable to any such Indemnified Party group any deduction, amortization, exclusion from income, or other allowance. Each Indemnified Party will use its commercially reasonable efforts to pursue such insurance policies and Tax benefits, and in the event an Indemnified Party receives any recovery, the amount of such recovery will be applied, first, to refund any payments made by the Indemnifying Party in respect of indemnification claims pursuant to this ARTICLE VIII which would not have been so paid had such recovery been obtained prior to such payment, and second, any excess to such Indemnified Party.
Insurance; Tax Benefits. Any Indemnified Party having a claim under this Article X shall make a good faith effort to recover all Damages from insurers of such Indemnified Party under applicable insurance policies (whether obtained pursuant to Section 6.7 or otherwise available) so as to reduce the amount of any Damages hereunder. Any indemnification payments made under this Article X shall be paid by the Indemnifying Party net of any Tax benefits if and when actually realized by the Indemnified Party on account of the Damages for which Indemnification is being sought.
