Common use of Tax Effects of Indemnification Clause in Contracts

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 PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSweb. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 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 or Tax-Related Losses, as the case may be. 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 Daisytek and PFSweb to reflect such adjustment shall be made if necessary.

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, Date except to the extent permitted otherwise required by law, as either (i) a distribution from PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebthe Tax Sharing Agreement. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related LossesLoss. 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 or Tax-Related LossesLoss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.4 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 or Tax-Related LossesLoss, as the case may be. 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 Daisytek Methode and PFSweb Stratos to reflect such adjustment shall be made if necessary.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall for all Tax purposes, except as required by Applicable Law (as defined in the Stock Purchase Agreement), be characterized for tax purposes as if such payment were a distribution from Xxxxxx to GM or a contribution by GM to Xxxxxx, as applicable, 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 PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebSplit-Off Effective Time. (b) The amount of any Loss or Tax-Related Losses 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 and arising from the receipt or accrual of an Indemnity Payment hereunder from an Indemnifying Party (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 or Tax-Related LossesLoss. 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 or Tax-Related LossesLoss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.5(b) 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 the purposes of this Agreementthe Transaction Agreements, 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 or Tax-Related Losses, as the case may beLoss. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination Final Determination (which shall include as defined in the execution of Form 870-AD or successor formStock Purchase Agreement) with respect to the Indemnitee's liability for Taxes, and payments between Daisytek and PFSweb the applicable parties to reflect such adjustment shall be made if necessary.

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 made immediately prior an adjustment to the latest Distribution Dateconsideration transferred in exchange for LTVGIA Shares, and shall therefore be treated, except to the extent permitted by law, as either (i) the laws of a distribution from PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebparticular jurisdiction provide otherwise. (b) The amount of any Loss Losses or Tax-Related Losses Claims for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee Indemnified Person arising from the receipt or accrual of an amount an Indemnifying Person is required to pay to an Indemnified Person under this Agreement ("Indemnity Payment hereunder Payment") (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee Indemnified Person arising from incurring or paying such Loss or Tax-Related Losses. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee Indemnified Person 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 Losses or Tax-Related LossesClaims. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 10.5 and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee Indemnified Person has actually realized such cost or benefit. For the purposes of this Agreement, an Indemnitee Indemnified Person 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 Indemnified Person is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee Indemnified Person would be required to pay but for the receipt or accrual of the Indemnity Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may be. 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) Final Determination with respect to the IndemniteeIndemnified Person's liability for Taxes, and payments between Daisytek and PFSweb the applicable parties to reflect such adjustment shall be made if necessary.

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 PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSweb. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related LossesLoss. 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 or Tax-Related LossesLoss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 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 or Tax-Related Losses, as the case may beLoss. 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 Daisytek Continental and PFSweb Holdings to reflect such adjustment shall be made if necessary.

Tax Effects of Indemnification. (a) Any indemnification 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 made under (i) to the Company by AT&T pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement shall be characterized (an "AT&T INDEMNIFICATION PAYMENT"), or (ii) to MediaOne of Colorado by the Company pursuant to an indemnification, reimbursement or refund obligation provided for tax purposes 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 if such payment were made (x) with respect to an AT&T Indemnification Payment, a contribution by MediaOne of Colorado to the Company occurring immediately prior to the latest Distribution DateExchange, and shall therefore be treated(y) with respect to a Company Indemnification Payment, a distribution by the Company to MediaOne of Colorado occurring immediately prior to the extent permitted by law, as either (i) a distribution from PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebExchange. (b) The amount of any Loss or Tax-Related Losses for which indemnification is provided under this Agreement (for the avoidance of doubt, not including any amount payable under Section 14.1(j)) shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related LossesLoss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder or incurring or paying any indemnified Loss or Tax-Related LossesLoss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 14.4(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beLoss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 14.4(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes purposes, as if such payment were made immediately prior to the latest Distribution Date, and shall therefore be treated, except to the extent permitted otherwise required by law, as either (i) a distribution from PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebthe Tax Sharing Agreement. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related LossesLoss. 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 or Tax-Related LossesLoss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.4 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 or Tax-Related LossesLoss, as the case may be. 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 Daisytek Methode and PFSweb Stratos to reflect such adjustment shall be made if necessary.

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 DateEffective Time, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from PFSweb Xxxxxx to Daisytek GM or (ii) a capital contribution from Daisytek GM to PFSwebXxxxxx. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.4 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 or Tax-Related Losses, as the case may be. 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 any payments between Daisytek GM and PFSweb Xxxxxx to reflect such adjustment shall be made if necessary.

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 DateEffective Time, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from PFSweb Xxxxxx to Daisytek GM or (ii) a capital contribution from Daisytek GM to PFSwebXxxxxx. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.4 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 or Tax-Related Losses, as the case may be. 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 Daisytek GM and PFSweb Xxxxxx to reflect such adjustment shall be made if necessary.. 5.5

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement between GM, on the one hand, and Xxxxxx or EchoStar, on the other hand, shall be characterized for tax purposes as if such payment were made immediately prior to in connection with the latest Distribution DateSpin-Off, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from PFSweb Xxxxxx to Daisytek GM or (ii) a capital contribution from Daisytek an offset to PFSwebthe distribution made by Xxxxxx to GM pursuant to Section 1.1(a) of the GM/Xxxxxx Separation Agreement. (b) The amount of any Loss or Tax-Related Losses 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 Person that is entitled to seek indemnification under this Agreement ("Indemnitee") arising from the receipt or accrual of an amount that a Person that is obligated to provide indemnification under this Agreement (an "Indemnifying Party") is required to pay to an Indemnitee under this Agreement ("Indemnity Payment 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 or Tax-Tax- Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 7.6 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 the 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 or Tax-Related Losses, as the case may be. 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) Final Determination with respect to the Indemnitee's liability for Taxes, and payments between Daisytek and PFSweb the applicable parties to reflect such adjustment shall be made if necessary.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax For all Tax purposes as if such payment were made immediately prior (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to the latest Distribution Datetreat, and shall therefore be treated, to the extent permitted by law, as either cause their respective Affiliates to treat any payment (i) to Holdco by TWE pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a distribution from PFSweb to Daisytek "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to TWE by Holdco or AOLTW pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a capital contribution from Daisytek "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to PFSweba Transferor Indemnification Payment, a distribution by TWE to Holdco as part of the distribution described in Section 2.1(c) of this Agreement, and (y) with respect to a Transferee Indemnification Payment, a payment by Holdco of a TWE Non-Broadband Liability. (b) The amount of any Loss or Tax-Related Losses loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related Lossesloss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder or incurring or paying any indemnified Loss or Tax-Related Lossesloss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beloss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 4.8(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax For all Tax purposes as if such payment were made immediately prior (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to the latest Distribution Datetreat, and shall therefore be treated, to the extent permitted by law, as either cause their respective Affiliates to treat any payment (i) to the Company or to any Company Group Member by AOLTW or Holdco pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a distribution from PFSweb to Daisytek "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to Holdco or to any of Holdco's Subsidiaries (other than the Company or its Subsidiaries) by the Company pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a capital "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to a Transferor Indemnification Payment, a contribution from Daisytek by Holdco to PFSwebthe 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. (b) The amount of any Loss or Tax-Related Losses loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related Lossesloss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder hereunder, or incurring or paying any indemnified Loss or Tax-Related Lossesloss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beloss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 4.8(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with any party.

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 PFSweb Holdings to Daisytek Continental or (ii) a capital contribution from Daisytek Continental to PFSwebHoldings. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 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 or Tax-Related Losses, as the case may be. 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 Daisytek Continental and PFSweb Holdings to reflect such adjustment shall be made if necessary.

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 PFSweb Direct Alliance to Daisytek Insight or (ii) a capital contribution from Daisytek Insight to PFSwebDirect Alliance. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 5.4 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 or Tax-Related Losses, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870-870- AD or successor form) with respect to the Indemnitee's liability for Taxes, and payments between Daisytek Insight and PFSweb Direct Alliance to reflect such adjustment shall be made if necessary.

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 characterized for characterizxx xxr tax purposes as if such payment were made immediately prior to in connection with the latest Distribution DateSpin-Off, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from PFSweb Hughes to Daisytek GM or (ii) a capital contribution from Daisytek an offset to PFSwebthe distribution made by Xxxxxs to GM pursuant to Section 1.1(a) of the GM/Hughes Separatxxx Xxreement. (b) The amount of any Loss Xxxx or Tax-Related Losses 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 Person that is entitled to seek indemnification under this Agreement ("Indemnitee") arising from the receipt or accrual of an amount that a Person that is obligated to provide indemnification under this Agreement (an "Indemnifying Party") is required to pay to an Indemnitee under this Agreement ("Indemnity Payment 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 7.6 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 the 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 or Tax-Tax- Related Losses, as the case may be. 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) Final Determination with respect to the Indemnitee's liability for Taxes, and payments between Daisytek and PFSweb the applicable parties to reflect such adjustment shall be made if necessary.

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 PFSweb OSCA to Daisytek GLC or (ii) a capital contribution from Daisytek GLC to PFSwebOSCA. (b) The amount of any Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 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 or Tax-Related Losses, as the case may be. 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 Daisytek GLC and PFSweb OSCA to reflect such adjustment shall be made if necessary.

Tax Effects of Indemnification. (a) Any indemnification 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 made under (i) to the Company by AT&T pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement shall be characterized (an "AT&T INDEMNIFICATION PAYMENT"), or (ii) to MediaOne of Colorado by the Company pursuant to an indemnification, reimbursement or refund obligation provided for tax purposes 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 if such payment were made (x) with respect to an AT&T Indemnification Payment, a contribution by MediaOne of Colorado to the Company occurring immediately prior to the latest Distribution DateExchange, and shall therefore be treated(y) with respect to a Company Indemnification Payment, a distribution by the Company to MediaOne of Colorado occurring immediately prior to the extent permitted by law, as either (i) a distribution from PFSweb to Daisytek or (ii) a capital contribution from Daisytek to PFSwebExchange. (b) The amount of any Loss or Tax-Related Losses for which indemnification is provided under this Agreement (for the avoidance of doubt, not including any amount payable under Section 14.1(j)) shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related LossesLoss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder or incurring or paying any indemnified Loss or Tax-Related LossesLoss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 14.4(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beLoss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 14.4(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party.

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 PFSweb GameStop to Daisytek Barnes & Noble or (ii) a capital contribution from Daisytek Barnes & Noble to PFSwebXxxxXxop. (b) The amount of any amounx xx xny Loss or Tax-Related Losses 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 or Tax-Related Losses. 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 or Tax-Related Losses. Any Indemnity Payment hereunder shall initially be made without regard to this Section 6.4 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 or Tax-Related Losses, as the case may be. 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 Daisytek Barnes & Noble and PFSweb GameStop to reflect such adjustment shall be made if necessaryxx xxxessxxx.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax For all Tax purposes as if such payment were made immediately prior (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to the latest Distribution Datetreat, and shall therefore be treated, to the extent permitted by law, as either 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 distribution from PFSweb to Daisytek "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to Holdco by the Company pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a capital "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to a Transferor Indemnification Payment, a contribution from Daisytek by Holdco to PFSwebthe 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. (ba) The amount of any Loss or Tax-Related Losses loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related Lossesloss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder hereunder, or incurring or paying any indemnified Loss or Tax-Related Lossesloss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beloss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 4.8(c), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax For all Tax purposes as if such payment were made immediately prior (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to the latest Distribution Datetreat, and shall therefore be treated, to the extent permitted by law, as either cause their respective affiliates to treat any payment (i) to Holdco by TWE pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a distribution from PFSweb to Daisytek "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to TWE by Holdco or AOLTW pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a capital contribution from Daisytek "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to PFSweba Transferor Indemnification Payment, a distribution by TWE to Holdco as part of the distribution described in Section 2.1(c) of this Agreement, and (y) with respect to a Transferee Indemnification Payment, a payment by Holdco of a TWE Non-Broadband Liability. (b) The amount of any Loss or Tax-Related Losses loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the Indemnitee indemnitee arising from the receipt or accrual of an Indemnity Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the Indemnitee indemnitee arising from incurring or paying such Loss or Tax-Related Lossesloss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee 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 Indemnification Payment hereunder or incurring or paying any indemnified Loss or Tax-Related Lossesloss. Any Indemnity Indemnification Payment hereunder shall initially be made without regard to this Section 6.4 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee 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 indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee indemnitee would be required to pay but for the receipt or accrual of the Indemnity Indemnification Payment or the incurrence or payment of such Loss or Tax-Related Losses, as the case may beloss. 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) adjustment with respect to the Indemniteeindemnitee's liability for Taxes, and payments between Daisytek and PFSweb the parties hereto to reflect such adjustment shall be made if necessarymade. In the event that the parties disagree regarding the appropriate application of this Section 4.8(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party.