Reduction of Indemnification Payments for Tax Benefits Sample Clauses

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
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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.

Related to Reduction of Indemnification Payments for Tax Benefits

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Characterization of Indemnity Payments Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.

  • Tax Treatment of Indemnity Payments For all Tax purposes, the parties agree to treat all payments made under any indemnity provisions contained in this Agreement as adjustments to the Purchase Price, except to the extent applicable Law requires otherwise.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

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