Common use of Netting of Losses; Tax Treatment Clause in Contracts

Netting of Losses; Tax Treatment. All payments made pursuant to this Article 12 shall, to the fullest extent permitted by applicable Law, be treated for all Tax purposes (to the extent such treatment is consistent with the rent allocations made for purposes of Section 467 of the Code pursuant to Section 12 of the MPL) as adjustments to the Final Total Consideration. The amount of any indemnified Claim under this Article 12 shall take into account (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third-party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually collected by the Indemnified Party in connection with the Claim, (iii) any Tax benefits actually realized or realizable in the year of the loss or the following taxable year by the Indemnified Party in connection with such Claims and the recovery thereof and (iv) any Tax costs actually incurred or to be incurred in the year of receipt of the indemnity payment hereunder or the following taxable year by the Indemnified Party in connection with such Claims and the recovery thereof. Any amount paid by the Indemnifying Party for an indemnified Claim that is in excess of the amount owed after applying the netting amounts described above shall be reimbursed promptly by the Indemnified Party.

Netting of Losses; Tax Treatment. All payments made pursuant to this Article 12 11 shall, to the fullest extent permitted by applicable Law, be treated for all Tax purposes (to the extent such treatment is consistent with the rent allocations made for purposes of Section 467 of the Code pursuant to Section 12 10 of the MPL) as adjustments to the Final Total ConsiderationConsideration and allocations required under Section 2.10(g). The amount of any indemnified Claim under this Article 12 11 shall take into account (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third-third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually collected by the Indemnified Party in connection with the Claim, (iii) any Tax benefits actually realized or realizable in the year of the loss or the following taxable year by the Indemnified Party in connection with such Claims and the recovery thereof and (iv) any Tax costs actually incurred or to be incurred in the year of receipt of the indemnity payment hereunder or the following taxable year by the Indemnified Party in connection with such Claims and the recovery thereof. Any amount paid by the Indemnifying Party for an indemnified Claim that is in excess of the amount owed after applying the netting amounts described above shall be reimbursed promptly by the Indemnified Party.

Netting of Losses; Tax Treatment. All payments made pursuant to Section 3.4 and this Article 12 11 shall, to the fullest extent permitted by applicable Law, be treated for all Tax purposes (to the extent such treatment is consistent with the rent allocations made for purposes of Section 467 of the Code pursuant to Section 12 of the MPL) as adjustments to the Final Total Closing Initial Consideration (or Subsequent Closing Consideration, as applicable). The amount of any indemnified Claim under this Article 12 11 shall take into account (ia) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, from any third-party, (iib) any insurance proceeds or other cash receipts or sources of reimbursement actually collected by the Indemnified Party in connection with the ClaimClaim (provided, that all reasonable out-of-pocket expenses incurred by the Indemnified Party in connection with the recovery of such amounts shall constitute Claims for which such Indemnified Party is entitled to indemnification under this Agreement), (iiic) any Tax benefits actually realized or realizable in the year of the loss or the following 3 taxable year years by the Indemnified Party in connection with such Claims and the recovery thereof and (ivd) any Tax costs actually incurred or to be incurred in the year of receipt of the indemnity payment hereunder or the following three (3) taxable year years by the Indemnified Party in connection with such Claims and the recovery thereof. Any amount paid by the Indemnifying Party for an indemnified Claim that is in excess of the amount owed after applying the netting amounts described above shall be reimbursed promptly by the Indemnified Party.