TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Section 9 Indemnified Party hereunder will be reduced (i) to the extent that such Section 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 9 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 9 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 9 Indemnified Party to the extent that such deduction results in a decrease in such Section 9 Indemnified Party’s tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 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: Merger Agreement (Uluru Inc.)
TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Section 9 14A Indemnified Party hereunder will be reduced (i) to the extent that such Section 9 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 9 14A Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 9 14A Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 9 14A Indemnified Party to the extent that such deduction results in a decrease in such Section 9 14A Indemnified Party’s 's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 9 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: Merger Agreement (Leukosite Inc)
TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Section 9 13 Indemnified Party hereunder will be reduced (i) to the extent that such Section 9 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 9 13 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 9 13 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 9 13 Indemnified Party to the extent that such deduction results in a decrease in such Section 9 13 Indemnified Party’s 's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 9 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: Merger Agreement (Activbiotics Inc)
TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Section 9 14 Indemnified Party hereunder will be reduced (i) to the extent that such Section 9 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 9 14 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 9 14 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 9 14 Indemnified Party to the extent that such deduction results in a decrease in such Section 9 14 Indemnified Party’s 's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 9 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: Merger Agreement (Leukosite Inc)