Tax Effect of Indemnification Sample Clauses

Tax Effect of Indemnification. Notwithstanding any term or provision of this Agreement to the contrary, any indemnity payments owed by one party to another party to this Agreement shall be reduced by any tax benefits to the party claiming indemnity hereunder and increased by any tax detriments to the party claiming indemnity hereunder.
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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.
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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),...
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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.
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Tax Effect of Indemnification. Notwithstanding any term or provision of this Agreement to the contrary, any indemnity payments owed by one party to another
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Related to Tax Effect of Indemnification

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Tax Treatment of Indemnification For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwise.

  • Payment of Indemnification If, in regard to any Losses:

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • 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.

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

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