Common use of Net Financial Benefit Clause in Contracts

Net Financial Benefit. (a) No Indemnifying Person shall be liable under this Article VIII in respect of any Losses suffered by any Indemnified Person to the extent there are any offsetting savings by or quantifiable net financial benefits to such Indemnified Person arising from such Losses or the facts, matters, events or circumstances giving rise to such Losses. This Section 8.10(a) shall not apply to any Loss relating to Taxes. (b) Any amount of any Loss or Tax for which indemnification is provided under Section 8.2 shall be (i) increased by the amount of any Tax cost actually incurred as an increase in Taxes payable by the Indemnified Person (or any Affiliate thereof) as a result of the receipt or accrual of the indemnification payment, (ii) net of any Tax benefit actually realized as a decrease in cash Taxes payable by the Indemnified Person (or any Affiliate thereof) prior to the date of such indemnification payment as a result of the incurrence or payment of any such Loss or Tax (including as a result of the facts, matters, events or circumstances giving rise to such Losses or Taxes). (c) If, following an indemnification payment pursuant to Section 8.2, an Indemnified Person (or any Affiliate thereof) actually realizes as a decrease in cash Taxes payable by the Indemnified Person (or any Affiliate thereof) a Tax benefit as a result of the incurrence or payment of a Loss or Tax that would have reduced the amount of such indemnification payment pursuant to Section 8.10(b) had such Tax benefit been actually realized prior to the date of such indemnification payment, then within ten (10) Business Days following the realization of the Tax benefit, Purchaser shall refund to Parent the amount of such Tax benefit.

Net Financial Benefit. (a) No Indemnifying Person Party shall be liable under this Article VIII in respect of for any Losses suffered by any Indemnified Person Party or Target Company to the extent there are of any offsetting corresponding savings actually realized by or quantifiable net financial benefits benefit actually provided to any member of such Indemnified Person Party’s Group or Target Company arising from such Losses or the facts, matters, events or circumstances giving rise to such Losses. This Losses (including where the amount (if any) by which any Taxation for which any member of such Indemnified Party’s Group, as set forth in Section 8.10(a) shall not apply 8.8(b), or Target Company would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of any Loss relating fact, matter, event or circumstance giving rise to Taxessuch Loss). (b) Any amount of any Loss or Tax (including for these purposes, any Relevant Costs) for which reimbursement or indemnification is provided under this Article VIII or Section 8.2 5.5(j) shall be (i) paid net of any Tax benefit actually realized by the reimbursed or indemnified party arising from the incurrence or payment of any such Loss, and (ii) increased by the amount of any Tax cost (including from the receipt of any indemnity payments under Section 5.5(j), Section 8.2, 0 (Indemnification by the Sellers), Section 8.3 (Indemnification by the Purchasers) hereof actually incurred as an increase in Taxes payable realized by the Indemnified Person Party (or including for these purposes any Affiliate thereofPurchaser that receives a payment under Section 5.5(j)) as a result of the receipt or accrual of the indemnification payment. For purposes of this Agreement, (ii) net of any a Person shall be deemed to have “actually realized” a Tax cost or a Tax benefit actually realized as a decrease in cash to the extent that, and at such time as, the amount of Taxes payable by such Person is increased above or reduced below, as the Indemnified case may be, the amount of Taxes that such Person (would be required to pay but for the receipt of the indemnity payment or any Affiliate thereof) prior to the date of such indemnification payment as a result of the incurrence or payment of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be further adjusted to reflect any final determination with respect to the Person’s liability for Taxes, and payments between the parties to this Agreement to reflect such Loss adjustments shall be made if necessary. The determination of whether there has been a Tax cost or Tax benefit shall be made in the Indemnified Party’s reasonable discretion (including as a result exercised in good faith). To the extent possible (and consistent with Section 8.13 (Adjustment to the Share Purchase Price)) the Indemnified Party and the Indemnifying Party shall cooperate to minimize the Tax costs and maximize any Tax benefits that are realized on account of the factsreceipt or accrual of any indemnity payments made under this Article VIII or Section 5.5(j) provided, mattershowever, events or circumstances giving rise to such Losses or Taxes). (c) If, following an indemnification payment pursuant to Section 8.2, an Indemnified Person (or any Affiliate thereof) actually realizes as a decrease that this cooperation provision shall only require actions that are in cash Taxes payable by compliance with applicable Law and that do not adversely affect the Indemnified Person (or Party, and shall not require any Affiliate thereof) a party to share its Tax benefit as a result of the incurrence or payment of a Loss or Tax that would have reduced the amount of such indemnification payment pursuant to Section 8.10(b) had such Tax benefit been actually realized prior to the date of such indemnification payment, then within ten (10) Business Days following the realization of the Tax benefit, Purchaser shall refund to Parent the amount of such Tax benefitReturns.

Net Financial Benefit. (a) No Indemnifying Person Party shall be liable under this Article VIII VII (Tax Matters) (in respect of any Losses Tax Losses) or this Article VIII (in respect of any Losses) suffered by any Indemnified Person Party or any of the Target Companies to the extent there are of any offsetting corresponding savings actually realized by or quantifiable net financial benefits benefit actually provided to any member of such Indemnified Person Party’s Group or any Target Company arising from such Losses or Tax Losses or the facts, matters, events or circumstances giving rise to such Losses. This Losses or Tax Losses (including, as set forth in Section 8.10(a8.7(b), where the amount (if any) shall not apply by which any Taxation for which any member of such Indemnified Party’s Group or any Target Company would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of any fact, matter, event or circumstance giving rise to such Loss relating to Taxesor Tax Loss). (b) Any amount of any Loss or Tax Loss for which reimbursement or indemnification is provided under Section 8.2 Article VII (Tax Matters) or this Article VIII shall be (i) paid net of any Tax benefit actually realized by the reimbursed or indemnified party arising from the incurrence or payment of any such Loss or Tax Loss, and (ii) increased by the amount of any Tax cost (including from the receipt of any indemnity payments under Section 7.1 (Indemnification for Taxes by the Sellers’ Representative), Section 7.2 (Indemnification for Taxes by the Purchasers’ Representative), Section 8.2 (Indemnification by the Sellers) or Section 8.3 (Indemnification by the Purchasers) hereof and also including from any Tax withheld or deducted at source) actually incurred as an increase in Taxes payable realized by the Indemnified Person (or any Affiliate thereof) Party as a result of the receipt or accrual of the indemnification payment. For purposes of this Agreement, (ii) net of any an Indemnified Party shall be deemed to have “actually realized” a Tax cost or a Tax benefit actually realized as a decrease in cash to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Person (or any Affiliate thereof) prior Party would be required to pay but for the date receipt of such indemnification the indemnity payment as a result of and/or the incurrence or payment of any such Loss or Tax, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination with respect to the Indemnified Party’s liability for Taxes, and payments between the parties to this Agreement to reflect such adjustment shall be made if necessary. The determination of whether there has been a Tax cost or Tax benefit shall be made in the Indemnified Party’s reasonable discretion (including as a result exercised in good faith). To the extent possible (and consistent with Section 8.12 (Adjustment to the Purchase Price)) the Indemnified Party and the Indemnifying Party shall cooperate to minimize the Tax costs and maximize any Tax benefits that are realized on account of the factsreceipt or accrual of any indemnity payments made under Article VII (Tax Matters) or this Article VIII, mattersprovided, events or circumstances giving rise to such Losses or Taxes). (c) Ifhowever, following an indemnification payment pursuant to Section 8.2, an Indemnified Person (or any Affiliate thereof) actually realizes as a decrease that this cooperation provision shall only require actions that are in cash Taxes payable by compliance with applicable Law and that do not materially adversely affect the Indemnified Person (or Party and shall not require any Affiliate thereof) a party to share its Tax benefit as a result of the incurrence or payment of a Loss or Tax that would have reduced the amount of such indemnification payment pursuant to Section 8.10(b) had such Tax benefit been actually realized prior to the date of such indemnification payment, then within ten (10) Business Days following the realization of the Tax benefit, Purchaser shall refund to Parent the amount of such Tax benefitReturns.