Reduction of Indemnification Payments for Tax Benefits. 44 ARTICLE XI - TERMINATION.........................................................................................45 Section 11.1. Termination..............................................................................45 Section 11.2. Survival.................................................................................46 ARTICLE XII - GENERAL............................................................................................46
Reduction of Indemnification Payments for Tax Benefits. An indemnified party receiving a payment pursuant to this Article X shall reimburse the indemnifying party for any Tax Benefit realized by the indemnified party by reason of incurring an indemnifiable Loss. Such payment shall be due on or before the due date for the first Tax Return on which the Tax Benefit Item giving rise to the payment is reported. To the extent that a Tax Benefit Item is disallowed by the relevant taxing authority the indemnifying party shall reimburse the indemnified party. The parties shall work together to determine the Tax Benefit; to the extent the parties cannot agree on the amount of the Tax Benefit, a mutually agreeable independent accounting firm shall be appointed to determine the amount of the Tax Benefit. Any amount received by the indemnified party from the indemnifying party and then reimbursed by the indemnified party to the indemnifying party pursuant to this Article X shall be deemed never to have been received by the indemnified party for purposes of the indemnification limits provided in Section 10.1 hereof.
10.6.1. If a Tax Benefit Item is fully deductible in the tax year in which the Tax Benefit Item arose, and the Tax Return on which such Tax Benefit Item was reported reports taxable net income, then the Tax Benefit attributable to that Tax Benefit Item shall be paid dollar for dollar.
10.6.2. If the Tax Return on which the indemnified party reports a Tax Benefit Item reports a net loss then:
(a) If such loss results in a carry forward, the full amount of such loss shall be treated as a Tax Benefit Item under this Section 10.6, and the excess (if any) of the amount of the Tax Benefit Item over the loss reported on the Tax Return shall be deemed to be fully deductible and the Tax Benefit attributable to that portion of the Tax Benefit Item shall be paid dollar for dollar pursuant to Section 10.6.1 hereof.
(b) To the extent a Tax Benefit Item generates a loss which may be carried back, the amount of the Tax Benefit shall be increased by interest (less any income tax due on that interest), but only if such interest is actually paid by the taxing authority and only then to the extent the interest paid is clearly traceable to the Tax Benefit Item. Execution
(c) If or to the extent a Tax Benefit Item results in a loss carry forward, then the amount of the Tax Benefit payable shall be equal to fifty percent (50%) of the amount that would have otherwise been calculated under Section 10.6.1 using the following assumptions....
