TAX EFFECT OF INDEMNIFICATION. Notwithstanding anything to the contrary contained herein, any indemnity payments owed by a Party shall be reduced by any tax benefits to the indemnified Person and increased by any tax detriments to the indemnified Person resulting from such indemnity payment (including tax detriments resulting from any additional indemnity payments pursuant to the provisions of this Section 30.6), such tax benefits or detriments, if not mutually agreed by the Parties, to be determined by an independent, mutually agreed upon tax consultant.
TAX EFFECT OF INDEMNIFICATION. Notwithstanding any term or provision of this Agreement to the contrary, any indemnity payments owed by a Party shall be reduced by any tax benefits to the indemnified Person and increased by any tax detriments to the indemnified Person resulting from such indemnity payment, to the extent the indemnified Person demonstrates such tax effects.
TAX EFFECT OF INDEMNIFICATION. Notwithstanding any term or provision of this Agreement to the contrary, any indemnity payments owed by one party to another
TAX EFFECT OF INDEMNIFICATION. The Parties agree to treat all payments made by either to or for the benefit of the other under any indemnity provisions of this Agreement as adjustments to the Consideration for tax purposes.
TAX EFFECT OF INDEMNIFICATION. With respect to any indemnity payment to an indemnified party under this Agreement, the amount thereof shall be reduced by any "Excess Tax Benefits" with respect thereto, and only the net amount ("Net Indemnity Payment") shall be paid to the indemnified party. The term "Excess Tax Benefits" with respect to an indemnity payment means the excess, if any, of (1) the present value of any anticipated "Tax Benefits" of the indemnified party or its affiliates (including, in the case of Buyer Indemnifiable Losses, the Company) with respect to the Loss or Tax with respect to which such Net Indemnity Payment is to be paid, over (2) the present value of any anticipated "Tax Burdens" of the indemnified party or its affiliates (including, in the case of Buyer Indemnifiable Losses, the Company) with respect to such Net Indemnity Payment. The amount of Excess Tax Benefits shall not be negative. The term "Tax Benefits" means any reduction in Taxes payable by the indemnified party or its affiliates (including, in the case of Buyer Indemnifiable Losses, the Company) by reason of any Tax deduction or any reduction in income or gain (including reduction of Taxes by reason of any basis increase in any asset, followed by increased depreciation or amortization) of or attributable to any amount of such Loss or Tax (including any reduction in Taxes resulting from any adjustment relating to Taxes). The term "Tax Burdens" means any actual increase in Taxes payable by the indemnified party or its affiliates (including, in the case of Buyer Indemnifiable Losses, the Company) by reason of any treatment as income or gain or as a reduction in deduction (including any increase in Taxes by reason of any basis reduction in any asset, followed by reduced depreciation or amortization) of any amount of such Net Indemnity Payment. Present values shall be determined by applying as discount rates the appropriate "applicable Federal rates" within the meaning of section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"). A Tax Benefit or a Tax Burden shall be deemed to arise on the last day of the taxable year for which the reduction or increase in Taxes occurs. In determining anticipated Tax Benefits or anticipated Tax Burdens: (i) the applicable income tax rates shall be the maximum marginal income tax rates determined under the statutes in effect at the time of the present value calculation (determined without regard to tax rate or benefit "give-back" or "make-up" provisions),...
