Tax Effect and Insurance. The liability of the Indemnitor with respect to any Indemnification Claim shall be reduced by the tax benefit actually realized and any insurance proceeds received by the Indemnitee as a result of any Losses upon which such Indemnification Claim is based, and shall include any tax detriment actually suffered by the Indemnitee as a result of such Losses. The amount of any such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses and shall otherwise be determined so that payment by the Indemnitor of the Indemnification Claim, as adjusted to give effect to any such tax benefit or detriment, will make the Indemnitee as economically whole as is reasonably practical with respect to the Losses upon which the Indemnification Claim is based. Any dispute as to the amount of such tax benefit or detriment shall be resolved by arbitration as provided in Section 13.9 hereof.
Tax Effect and Insurance. The liability of the Indemnitors with ------------------------ respect to any Indemnification Claim shall be reduced by the tax benefit actually realized and any insurance proceeds received by the Indemnitees as a result of any Losses upon which such Indemnification Claim is based, and shall include any tax detriment actually suffered by the Indemnitees as a result of such Losses or the claims hereunder. The amount of any such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses and shall otherwise be determined so that payment by the Indemnitors of the Indemnification Claim, as adjusted to give effect to any such tax benefit or detriment, will make the Indemnitee as economically whole as is reasonably practical with respect to the Losses upon which the Indemnification Claim is based. Any dispute as to the amount of such tax benefit or detriment shall be resolved by arbitration as provided in Section 10.11 of this Agreement.
Tax Effect and Insurance. The liability of the Indemnitors with ------------------------ respect to any Indemnification Claim shall be reduced by the tax benefit actually realized and any insurance proceeds received by the Indemnitees as a result of any Losses upon which such Indemnification Claim is based, and shall include any tax detriment actually suffered by the Indemnitees as a result of such Losses. The amount of any such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses and shall otherwise be determined so that payment by the Indemnitors of the Indemnification Claim, as adjusted to give effect to any such tax benefit or detriment, will make the Indemnitee as economically whole as is reasonably practical with respect to the Losses upon which the Indemnification Claim is based.
Tax Effect and Insurance. The Liability of the Indemnifying Persons with respect to any claim for indemnification under this Article 11 shall be reduced by the tax benefit actually realized and any insurance proceeds received by the Indemnified Persons as a result of any Damages upon which such claim is based, and shall include any tax detriment actually suffered by the Indemnified Persons as a result of such Damages or the receipt of an indemnity payment in respect thereof. The amount of any such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Damages and shall otherwise be determined so that payment by the Indemnifying Persons of the claim, as adjusted to give effect to any such tax benefit or detriment, will make the Indemnified Person as economically whole as is reasonably practical with respect to the Damages upon which the claim is based.
Tax Effect and Insurance. The liability of the Indemnitor with respect to any Indemnification Claim shall be reduced by the tax benefit actually received and any insurance proceeds received by the Indemnitees as a result of any losses upon which such Indemnification Claim is based. For purposes of this Section 7.8, a tax benefit is actually realized by an Indemnitee (or a tax detriment suffered) as a result of Losses upon which in Indemnification Claim is based only to the extent that the tax liability of such Indemnitee is lower during any taxable year (or higher, in the case of a tax detriment) as a result of Losses upon which an Indemnification Claim is based than the tax liability of such Indemnitee would have been had there been no Losses of this nature. Any reduction or increase in the liability of the Indemnitor with respect to a Loss as a result of this Section 7.8 shall not be reflected in a set-off or other direct adjustment to an Indemnitor's payment obligation with respect to such Loss under this Article 7 but shall instead result in a separate payment made only when and if the conditions of the second sentence of this Section 7.8 are satisfied. Any dispute as to the amount of the tax benefit actually realized (or the tax detriment actually suffered) shall be resolved by arbitration as provided in Section 7.11 of this Agreement. Except as otherwise required by law, the Parties shall treat any indemnification payment made hereunder as an adjustment to Purchase Price.
Tax Effect and Insurance. The Shareholders and Buyer agree that any payment made under §9 hereof will be treated by the parties on their Tax Returns as an adjustment to the Purchase Price. In the event an Indemnified Party actually receives any insurance proceeds with respect to Losses for which the Indemnified Party has made a claim prior to the date on which the Indemnifying Party is required pursuant to this §9 to pay such claim, the claim shall be reduced by an amount equal to such insurance proceeds received by the Indemnified Party less all costs incurred by the Indemnified Party in obtaining such insurance proceeds. If such insurance proceeds are actually received by the Indemnified Party after the date on which the Indemnifying Party is required pursuant to this §9 to pay such claim, the Indemnified Party shall, no later than thirty (30) days after the receipt of such insurance proceeds, reimburse the Indemnifying Party in an amount equal to such insurance proceeds (but in no event in an amount greater than the Losses theretofore paid to the Indemnified Party by the Indemnifying Party) less all costs incurred by the Indemnified Party in obtaining such insurance proceeds. In either case, the Indemnifying Party shall compensate the Indemnified Party for all costs incurred by the Indemnified Party subsequent to either the reduction of any claim as provided above, or the delivery of any such insurance proceeds to the Indemnifying Party as provided above, as the case may be, as a result of any such insurance, including, but not limited to, retrospective premium adjustments, experience-based premium adjustments (whether retroactive or prospective) and indemnification or surety obligations of the Indemnified Party to any insurer relating to or occasioned by Losses caused by an Indemnifying Party. A claim for such costs shall be made by an Indemnified Party by delivery of a written notice to the Indemnifying Party requesting compensation and specifying this §9(j) as the basis on which compensation for such costs is sought, and the Indemnifying Party shall pay such costs no later than thirty (30) days after receiving the written notice requesting such compensation. Notwithstanding the foregoing, the Indemnitee is not required to pursue a recovery from an insurer as a precondition to the Indemnifying Party’s obligation to pay any claim as required by this §9 or otherwise and the Indemnifying Party shall not be entitled to delay any payment beyond the respective payment dates for any ...
Tax Effect and Insurance. The liability of Indemnitor with respect to any Claim shall be reduced by the tax benefit actually realized and any insurance proceeds received by Claimant as a result of any losses upon which such Claim is based and shall include any tax detriment actually suffered by Claimant as a result of such losses.
Tax Effect and Insurance. The liability of the indemnifying parties with respect to any indemnification claim shall be reduced by the tax benefit actually realized and any insurance proceeds actually received by the indemnified parties as a result of any Indemnifiable Losses upon which such indemnification claim is based, net of costs of collection. The amount of any such tax benefit shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses and shall otherwise be determined so that payment by the indemnifying parties of the indemnification claim, as adjusted to give effect to any such tax benefit, will make the indemnified party as economically whole as is reasonably practical with respect to the Indemnifiable Losses upon which the indemnification claim is based. Any tax benefit shall be deemed offset by the tax which will be due on, or the loss of tax benefits resulting from, amounts received as indemnification in accordance with this Article.
Tax Effect and Insurance. The liability of the Indemnifying Party with respect to any Loss shall be reduced by the Tax benefit actually realized and any insurance proceeds received by the Indemnified Party as a result of any such Losses and shall include any tax detriment actually suffered by the Indemnified Party as a result of such Losses. The amount of any such Tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses and shall otherwise be determined so that payment by the Indemnifying Party, as adjusted to give effect to any such Tax benefit or detriment, will make the Indemnified Party as economically whole as is reasonably practical with respect to the Losses upon which the Indemnified Party's claim is based.
Tax Effect and Insurance. The liability of the Indemnitor with respect to any Indemnification Claim shall be reduced by the tax benefit actually realized and any insurance proceeds received by the Indemnitees as a result of any Losses upon which such Indemnification Claim is based, and shall include any tax detriment actually suffered by the Indemnitees as a result of such Losses. The amount of any such tax benefit or detriment shall be determined by taking into account the effect, if any and to the extent determinable, of timing differences resulting from the acceleration or deferral of items of gain or loss resulting from such Losses. Any dispute as to the amount of such tax benefit or detriment shall be resolved by arbitration as provided in Section 10.9 of this Agreement.
