Common use of Tax and Insurance Benefits Clause in Contracts

Tax and Insurance Benefits. The amount of any Damages otherwise payable to any Section 13 Indemnified Party hereunder will be reduced (i) to the extent that such Section 13 Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Section 13 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 13 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 13 Indemnified Party to the extent that such deduction results in a decrease in such Section 13 Indemnified Party's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 13 Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Activbiotics Inc)

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Tax and Insurance Benefits. The amount of any Damages otherwise payable to any Section 13 9 Indemnified Party hereunder will be reduced (i) to the extent that such Section 13 9 Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Section 13 9 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 13 9 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 13 9 Indemnified Party to the extent that such deduction results in a decrease in such Section 13 9 Indemnified Party's ’s tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 13 9 Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uluru Inc.)

Tax and Insurance Benefits. The amount of any Damages otherwise payable to any Section 13 14 Indemnified Party hereunder will be reduced (i) to the extent that such Section 13 14 Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Section 13 14 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 13 14 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 13 14 Indemnified Party to the extent that such deduction results in a decrease in such Section 13 14 Indemnified Party's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 13 14 Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Leukosite Inc)

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Tax and Insurance Benefits. The amount of any Damages otherwise payable to any Section 13 14A Indemnified Party hereunder will be reduced (i) to the extent that such Section 13 14A Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Section 13 14A Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 13 14A Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 13 14A Indemnified Party to the extent that such deduction results in a decrease in such Section 13 14A Indemnified Party's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 13 14A Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Leukosite Inc)

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