Net Recovery. A. The amount to which a Buyer Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying party. The amount of any such recovery, less all reasonable costs, charges and expenses incurred by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, shall be repaid by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, to the relevant indemnifying Party promptly upon the receipt thereof from the third party. B. The amount of any Claim for which indemnification is provided shall be (A) increased to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit 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 party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. 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 payments among the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts result in a reduction of a tax benefit (due, for instance, to a carryback of losses), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying party.
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Samples: Agreement and Plan of Merger (Mobile Services Group Inc), Share Purchase Agreement (Mobile Services Group Inc)
Net Recovery. A. The amount to which a Buyer Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying party. The amount of any such recovery, less all reasonable costs, charges and expenses incurred Damages shall be net of any amounts actually recovered by the relevant Buyer Indemnified Party Persons under insurance policies, indemnities, reimbursement arrangements, or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, contracts and shall be repaid by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, reduced to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The amount extent of any Claim for which indemnification is provided shall be (A) increased to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) Tax savings or benefits if and (B) reduced to take account of any net tax benefit when realized by any Indemnified Person in the indemnified party arising from form of a refund or credit against current Tax due and payable by such Indemnified Person in the incurrence taxable year such Damages were incurred or payment of the taxable year in which the indemnification payments were made that is attributable to any such Loss. In computing the amount of any such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gaindeduction, loss, deduction credit, or credit before recognizing other Tax benefit resulting from or arising out of such Damages (less, in all cases, incremental Taxes and reasonably incurred costs and expenses of pursuing such recovery or Tax benefit and, if applicable for recoveries, the deductible associated therewith). If the amount to be netted pursuant to this Section 11.7 from any item arising from payment required pursuant to this ARTICLE XI is determined only after such payment, the receipt of any indemnity payment hereunder Indemnified Person shall repay the Indemnifying Person (or the incurrence Sellers in case of amount recovered by Purchaser or payment the Company or any of their Affiliates) promptly (but in any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard event within five Business Days after such determination) any amount that the Indemnifying Person would not have had to pay pursuant to this paragraph and shall be increased or reduced ARTICLE XI had such determination been made at the time of such payment. Notwithstanding anything to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of contrary contained in this Agreement, an no Purchaser Indemnified Person shall have any right to make any claim against a Seller and no Purchaser Indemnified Person will be entitled to be indemnified party shall be deemed under this ARTICLE XI for any Damages with respect to have "Actually Realized" a net tax cost or a net tax benefit any matter to the extent thatthe expense, and at such time as, loss or liability comprising the amount of Taxes payable by such indemnified party is increased above Damages (or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. 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 forma part thereof) with respect to such matter was taken into account in the indemnified party's liability for taxescalculation of Final Working Capital, and payments among Final Cash, Final Indebtedness or Final Transaction Expenses pursuant to Section 2.8 hereof or arises out of changes after the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts result Closing Date in a reduction of a tax benefit (due, for instance, to a carryback of losses), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying partyapplicable Laws or any interpretations thereof.
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Net Recovery. A. The amount of any Loss shall be net of any amounts recovered by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a Buyer Indemnified Party party or a Company Indemnified Party may become entitled in has rights (“Alternative Arrangements”) with respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of to such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying partyLoss. The amount of any such recovery, less all reasonable costs, charges and expenses incurred Loss claimed by any Indemnified Party hereunder shall be reduced to the relevant Buyer extent of any Tax savings or benefits actually realized by any Indemnified Party or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, shall be repaid by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The amount of any Claim for which indemnification is provided shall be its Affiliates that (A) increased is attributable to take account any deduction, loss, credit or other Tax benefit resulting from or arising out of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) Loss and (B) reduced to take account results in an actual reduction in cash Tax liability (whether as a result of a refund, credit or offset) in the year of such Loss, any net tax benefit realized by year preceding such Loss or the indemnified party arising subsequent year from the incurrence or payment for any such Losses, except to the extent such reduction is addressed by Section 9.9(g) or Section 9.9(h)). In the event of any breach giving rise to an indemnification obligation under this Section 9.1 or the right to make a claim against the then-available portion of the Escrow Amount, the Indemnified Party shall take, and shall cause its respective Affiliates to take, commercially reasonable measures to mitigate the consequences of the related breach (including taking such commercially reasonable measures to prevent any contingent Loss of which the Indemnified Party is aware from becoming an actual Loss). In computing Notwithstanding anything to the contrary contained in this Agreement, the Indemnified Party shall have no right to make any claim against any Indemnifying Party or the then-available portion of the Escrow Amount with respect to any matter to the extent the expense, loss or liability comprising the Loss (or a part thereof) with respect to such matter was specifically included in the calculation of (i) Estimated Working Capital or Final Working Capital, (ii) Estimated Indebtedness or Final Indebtedness, (iii) Estimated Company Transaction Expenses or Final Company Transaction Expenses or (iv) Estimated Cash or Final Cash, except to the extent that such Losses exceed the applicable amount(s) so included in such calculations; provided, however, that notwithstanding the foregoing, with respect to any matter that was actually taken into account in such calculations and regardless of the amount of any such tax cost or tax benefitadjustment related thereto, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially no additional claim may be made without regard with respect to this paragraph such underlying matter (solely by way of example for purposes of illustration regarding the foregoing: if Purchaser and shall be increased or reduced to reflect any such net tax cost the Sellers’ Representative had a disagreement concerning how revenue was recognized under certain contracts for working capital purposes (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For solely for purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit to the extent that, and at such time asexample, the amount of Taxes payable by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes “working capital matter”) and Purchaser’s initial position was that such indemnified party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. 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 payments among the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts working capital matter should result in a reduction payment of $800,000 to Purchaser and the Sellers’ Representative’s initial position was that such working capital matter should result in a tax benefit payment of $200,000 to Purchaser, and such parties ultimately settled that such working capital matter should result in a payment of $500,000 to Purchaser, then Purchaser would be precluded from raising any further claim regarding such working capital matter (due, whether for instance, to a carryback of lossesthe additional $300,000 from Purchaser’s initial position or otherwise) since such working capital matter was actually taken into account in the calculations), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying party.
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Net Recovery. A. The amount to which a Buyer Parent Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received realized in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) on or before the expiration date which is twelve (12) months after the date such Claim arose, or any Tax benefit actually realized on or before the due date (including extensions thereof) for the filing of two years after the Federal income Tax Return for the taxable year in which the payment giving rise to such benefit is made. For purposes of this Section 9.5, a Tax benefit shall be deemed to have been actually realized on the date that a Tax return claiming such benefit is filed, and the amount of such Claim Tax benefit shall be equal to the amount by which the indemnifying partyTaxes shown on such return are lower (computed on a "but for" basis) than they would have been had such Tax benefit item not been claimed. The amount of any such recovery, less all reasonable costs, charges and expenses incurred by the relevant Buyer Parent Indemnified Party or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, shall be repaid by the relevant Buyer Parent Indemnified Party or Company Indemnified Party, as the case may be, to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The . Without limiting the generality of the foregoing, in the case of a Tax 66 benefit, the amount to which a Parent Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim for which indemnification is provided under this Article 9 shall initially be payable in full (A) increased without regard to take account the net recovery provisions of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) this Section 9.5), and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit, the indemnified party Tax benefit shall be deemed to recognize all other items of income, gain, loss, deduction repaid by the relevant Parent Indemnified Party or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnified party is increased above or reduced belowCompany Indemnified Party, as the case may be, to the amount relevant indemnifying Party promptly at the time of Taxes that such indemnified party would be required to pay but the filing of the Federal income Tax Return for the receipt of taxable year in which the indemnity payment or the incurrence or payment of giving rise to such Loss, as the case may be. 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 payments among the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts result in a reduction of a tax benefit (due, for instance, to a carryback of losses), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying partyis made.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quality Stores Inc)
Net Recovery. A. The amount of any Adverse Consequences shall be net of any amounts actually recovered by the Indemnified Party and its Affiliates under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a Buyer party or has rights (“Alternative Arrangements”) with respect to such Adverse Consequences (net of any costs or premiums incurred by the Indemnified Party or a Company its Affiliates in connection to such recoveries). The Buyer shall, and shall cause each Indemnified Party may become entitled and its Affiliates to, use vigorous efforts to recover any such amount from any such Alternative Arrangement; provided that an Indemnified Party shall not be required to (i) incur material out-of-pocket fees or expenses in connection with such efforts if the Indemnifying Party has failed to agree to be responsible for such fees and expenses after the Indemnified Party’s request with respect of any Claim under this Article 9 shall be reduced by any insurance thereto or other third party recovery, reimbursement or benefit received (ii) instigate litigation in respect of such Claim efforts unless the Indemnifying Party has agreed to be responsible for the reasonable costs thereof, and provided, further, that (other than any net tax benefit described x) such failure to use such efforts in Section 9.6(Baccordance with the foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Article 8 except and only to the extent that the Indemnifying Party is actually prejudiced thereby, and (y) below) before the expiration of two years after payment reasonable costs of such Claim by the indemnifying partyefforts shall be indemnifiable Adverse Consequences hereunder. The amount of any Adverse Consequences claimed by any Indemnified Party hereunder shall be reduced to the extent of any Tax savings or benefits actually realized by any Indemnified Party or its Affiliates that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such recovery, less all Adverse Consequences (net of any reasonable costs, charges and expenses costs incurred by the relevant Buyer Indemnified Party or Company its Affiliates in connection to such savings or benefits). If the amount to be netted pursuant to this Section 8.8 from any payment required pursuant to this Article 8 is determined after such payment, the Indemnified Party, as Party shall repay the Indemnifying Party (or the Seller in case may be, of amounts recovered by the Buyer or any of its Affiliates) promptly (but in obtaining any event within five Business Days after such recovery from determination) any amount that the third party, Indemnifying Party would not have had to pay pursuant to this Article 8 had such determination been made at the time of such payment. All indemnification payments made pursuant to this Agreement shall be repaid treated by the relevant Buyer Indemnified Party or Company Indemnified Party, Parties as the case may be, adjustments to the relevant indemnifying Party promptly upon the receipt thereof from the third partyPurchase Price.
B. The amount of any Claim for which indemnification is provided shall be (A) increased to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit 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 party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. 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 payments among the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts result in a reduction of a tax benefit (due, for instance, to a carryback of losses), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying party.
Appears in 1 contract
Samples: Purchase Agreement (Actuant Corp)
Net Recovery. A. The amount to which a Buyer Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying party. The amount of any Loss shall be net of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such recoveryPerson or such Person’s Affiliates is a party or has rights (“Alternative Arrangements”) with respect to such Loss (in each case, less all reasonable costs, charges net of any costs and expenses incurred by in connection with the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, shall be repaid by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The amount of any Claim for which indemnification is provided shall be (A) increased to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment collection of any such amounts, and net of any increase in insurance premiums as a result of such Loss). In computing Additionally, the amount of any such tax cost or tax benefit, the indemnified party Loss claimed by any Indemnified Party hereunder shall be deemed reduced to recognize all other items the extent of income, gainany Tax savings or benefits actually realized (determined on a “with and without” basis) by any Indemnified Party or its Affiliates that is attributable to any deduction, loss, deduction credit or credit before recognizing any item other Tax benefit resulting from or arising from out of such Loss in the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit 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 party would be required to pay but for the receipt of year the indemnity payment is made or in any prior year. If the amount to be netted pursuant to this section from any payment actually recovered pursuant to this section is determined only after such payment, the Indemnified Party shall repay the Indemnifying Party (or the incurrence or payment of such Loss, Paying Agent in trust for the Sellers as disbursing agent in the case may be. The amount of amounts actually recovered by Buyer or the Company or any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include of their Affiliates for the execution benefit of Form 870-AD or successor form) with respect and distribution to the indemnified party's liability for taxes, and payments among Sellers) promptly (but in any event within five (5) Business Days after such determination) any amount that the parties Indemnifying Party would not have had to reflect such adjustment shall be made if necessarypay or that would have been deducted from the relevant payment to the Sellers or Optionees. In the event subsequent facts result in of any breach giving rise to an indemnification obligation under this Article XI or the right to make a reduction of a tax benefit (due, for instance, to a carryback of losses)claim against any deferred payments, the amount Indemnified Party shall use, and shall cause its respective Affiliates to use, commercially reasonable efforts to mitigate the Losses of such tax benefit shall the related breach for which indemnification may be repaid sought hereunder upon becoming aware of any event which would reasonably be expected to, or does give rise thereto (including taking reasonable steps to, the extent consistent with sound business judgment, incur costs only to the indemnified party by extent necessary to remedy the indemnifying partybreach which gives rise to the Loss).
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Net Recovery. A. The amount to which a Buyer Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim Indemnity Loss for which indemnification is provided under Section 8.01 or Section 8.02 shall be net of any amounts recoverable by Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, under insurance policies with respect to such Indemnity Loss. Each of Purchaser and Seller shall use its Best Efforts to make any and all insurance claims relating to any claim for which it is seeking indemnification under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying party8. The amount of any Indemnity Loss claimed by any Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, hereunder shall be reduced to the extent of any Tax savings or benefits realizable by Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such recovery, less all reasonable costs, charges and expenses incurred Indemnity Loss. The amount of any Indemnity Loss claimed by the relevant Buyer a Purchaser Indemnified Party or Company Seller Indemnified Party, as the case may be, in obtaining such recovery from the third party, hereunder shall be repaid by reduced to the relevant Buyer extent Purchaser Indemnified Party Parties or Company Seller Indemnified PartyParties, as the case may be, recover any amounts from third parties with respect to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The amount of any Claim for which indemnification is provided shall be (A) increased matters relating to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment of any such Indemnity Loss. In computing Notwithstanding anything to the amount of any such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of contrary contained in this Agreement, an indemnified party Seller shall be deemed have no liability under this Agreement with respect to have "Actually Realized" a net tax cost or a net tax benefit any matter to the extent thatthe expense, and at such time as, loss or liability comprising the amount of Taxes payable by such indemnified party is increased above Indemnity Loss (or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. 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 formpart thereof) with respect to such matter has been taken into account in the indemnified party's liability for taxes, and payments among determination of the parties to reflect such adjustment shall be made if necessary. In the event subsequent facts result in a reduction of a tax benefit (due, for instance, to a carryback of losses), the amount of such tax benefit shall be repaid to the indemnified party by the indemnifying partyNet Portfolio Value Adjustment.
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