Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the Distribution Date, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Direct Alliance to Insight or (ii) a capital contribution from Insight to Direct Alliance.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the Effective Time, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Xxxxxx to GM or (ii) a capital contribution from GM to Xxxxxx.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the Distribution Date except to the extent otherwise required by the Tax Sharing Agreement.
Tax Effects of Indemnification. (a) For all Tax purposes (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to treat, and to cause their respective Affiliates to treat any payment (i) to the Company by AOLTW or Holdco pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to Holdco by the Company pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to a Transferor Indemnification Payment, a contribution by Holdco to the Company as part of the transfer described in Section 2.1(a), and (y) with respect to a Transferee Indemnification Payment, the retention by Holdco of the amount of such Indemnification Payment.
Tax Effects of Indemnification. The amount of any Loss for which indemnification is provided under this Agreement shall be (i) increased to take account of net Tax cost, if any, incurred by the Indemnitee arising from the receipt or accrual of an Indemnity Payment hereunder (grossed up for such increase) and (ii) reduced to take account of net Tax benefit, if any, realized by the Indemnitee arising from incurring or paying such Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any Indemnity Payment hereunder or incurring or paying any indemnified Loss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 5.3 and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee would be required to pay but for the receipt or accrual of the Indemnity Payment or the incurrence or payment of such Loss. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to the Indemnitee's liability for Taxes, and payments between Continental and Holdings to reflect such adjustment shall be made if necessary.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement by the Purchaser to any GM Indemnitee, or by GM to any Purchaser Indemnitee, shall for all Tax purposes, except as required by Applicable Law, be characterized as an adjustment to the Purchase Price. Any indemnification payment made under this Agreement by GM to any Xxxxxx Indemnitee, or by Xxxxxx to any GM Indemnitee, shall for all Tax purposes, except as required by Applicable Law, be characterized as a distribution from Xxxxxx to GM or a contribution by GM to Xxxxxx, as applicable, made immediately prior to the Split-Off Effective Time. Any indemnification payment made under this Agreement by the Purchaser to any Xxxxxx Indemnitee shall for all Tax purposes, except as required by Applicable Law, be characterized as a contribution by the Purchaser to Xxxxxx.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the latest Distribution Date, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Delphi to GM or (ii) a capital contribution from GM to Delphi.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement between TNCL, on the one hand, and LMC, on the other hand, shall be characterized for tax purposes as if such payment were an adjustment to the consideration transferred in exchange for LTVGIA Shares, except to the extent the laws of a particular jurisdiction provide otherwise.
Tax Effects of Indemnification. (a) For all Tax purposes (unless required by a change in applicable Tax Law or good faith resolution of a contest) the parties hereto agree to treat, and to cause their respective affiliates to treat any payment (i) to the Company by AT&T pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (an "AT&T INDEMNIFICATION PAYMENT"), or (ii) to MediaOne of Colorado by the Company pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement excluding any amount payable under Section 14.1(j) (a "COMPANY INDEMNIFICATION PAYMENT" and, collectively with any AT&T Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to an AT&T Indemnification Payment, a contribution by MediaOne of Colorado to the Company occurring immediately prior to the Exchange, and (y) with respect to a Company Indemnification Payment, a distribution by the Company to MediaOne of Colorado occurring immediately prior to the Exchange.
Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement between GM, on the one hand, and Hughes or EchoStar, on the other hand, shall be characterizxx xxr tax purposes as if such payment were made in connection with the Spin-Off, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Hughes to GM or (ii) an offset to the distribution made by Xxxxxs to GM pursuant to Section 1.1(a) of the GM/Hughes Separatxxx Xxreement.
