Common use of Insurance; Third Party Obligations; Tax Benefits Clause in Contracts

Insurance; Third Party Obligations; Tax Benefits. Any indemnification pursuant to Section 11.01 shall be paid net of the amount of any insurance or other amounts that would be payable by any Third Party to the Indemnified Party (as defined below) in the absence of this Agreement (irrespective of time of receipt of such insurance or other amounts) and net of any tax benefit to the Indemnified Party attributable to the relevant payment or Liability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other Third Party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder.

Appears in 2 contracts

Samples: Intellectual Property Agreement (Pitney Bowes Office Systems Inc), Intellectual Property Agreement (Imagistics International Inc)

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Insurance; Third Party Obligations; Tax Benefits. Any indemnification pursuant to Section 11.01 Sections 4.01 or 4.02 shall be paid net of the amount of any insurance or other amounts that would be payable by any Third Party third party to the Indemnified Party (as defined below) in the absence of this Agreement (irrespective of time of receipt of such insurance or other amounts) and net of any tax benefit to the Indemnified Party attributable to the relevant payment or Liability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party indemnified party so that the Indemnified Party indemnified party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other Third Party third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder.

Appears in 2 contracts

Samples: Distribution Agreement (Too Inc), Distribution Agreement (Too Inc)

Insurance; Third Party Obligations; Tax Benefits. Any indemnification pursuant to Section 11.01 Sections 3.2 or 3.3 shall be paid net of the amount of any insurance or other amounts that would be payable by any Third Party third party to the Indemnified Party (as defined below) in the absence of this Agreement (irrespective of time of receipt of such insurance or other amounts) and net of any tax benefit to the Indemnified Party attributable to the relevant payment or Liability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other Third Party third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Kronos Worldwide Inc)

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Insurance; Third Party Obligations; Tax Benefits. Any indemnification pursuant to Section 11.01 Sections 3.1 or 3.2 shall be paid net of the amount of any insurance or other amounts that would be payable by any Third Party third party to the Indemnified Party (as defined below) in the absence of this Agreement (irrespective of time of receipt of such insurance or other amounts) and net of any tax benefit to the Indemnified Party attributable to the relevant payment or Liability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party indemnified party so that the Indemnified Party indemnified party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other Third Party third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims to which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder.

Appears in 1 contract

Samples: Distribution Agreement (Westwood Holdings Group Inc)

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