Indemnification Tax Benefit definition

Indemnification Tax Benefit shall have the meaning specified in Section 2.4(b).

Indemnification Tax Benefit means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, from reduced gain or increased loss from disposition of an asset, or otherwise. For purposes of this Agreement, an indemnified Party will be deemed to have actually realized an Indemnification Tax Benefit at the time the amount of Taxes such indemnified Party is required to pay is reduced or the amount of any refund due is increased. The amount of any Indemnification Tax Benefit in this Section 2.4(b) shall be calculated by comparing (i) the indemnified Party’s actual Tax liability taking into account any Indemnified Tax with (ii) what the indemnified Party’s Tax liability would have been without taking into account any Indemnified Tax. If, pursuant to this Agreement, the indemnified Party makes a remittance to the indemnifying Party of any Indemnification Tax Benefit and all or part of such Indemnification Tax Benefit is subsequently disallowed, the indemnifying Party will promptly pay to the indemnified Party that portion of such remittance equal to the portion of the Indemnification Tax Benefit that is disallowed.

Indemnification Tax Benefit shall have the meaning ascribed to it in Section 8.1.3.

Examples of Indemnification Tax Benefit in a sentence

• For purposes of this Agreement, an indemnified Party will be deemed to have actually realized an Indemnification Tax Benefit at the time the amount of Taxes such indemnified Party is required to pay is reduced or the amount of any refund due is increased.

• The amount of any Indemnification Tax Benefit in this Section 2.4(b) shall be calculated by comparing (i) the indemnified Party’s actual Tax liability taking into account any Indemnified Tax with (ii) what the indemnified Party’s Tax liability would have been without taking into account any Indemnified Tax.

• If, pursuant to this Agreement, the indemnified Party makes a remittance to the indemnifying Party of any Indemnification Tax Benefit and all or part of such Indemnification Tax Benefit is subsequently disallowed, the indemnifying Party will promptly pay to the indemnified Party that portion of such remittance equal to the portion of the Indemnification Tax Benefit that is disallowed.

• For purposes of this Agreement, “ Indemnification Tax Benefit ” means a reduction in the amount of Taxes that are required to be paid or increase in refund due, whether resulting from a deduction, from reduced gain or increased loss from disposition of an asset, or otherwise.

• The calculation of such Indemnification Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 6.03(a).

More Definitions of Indemnification Tax Benefit

Indemnification Tax Benefit means a reduction in the Tax liability (or increase in a refund or credit or any item of deduction or expense) of a taxpayer for any taxable period. Except as otherwise provided in this Agreement, an Indemnification Tax Benefit will be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer, for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been had such Tax liability been determined without regard to such Tax Item.

Indemnification Tax Benefit has the meaning set forth in Section 7.04(e).

Indemnification Tax Benefit means any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the effective tax rates. Parent, Merger Sub, the Surviving Entity and its Subsidiaries shall seek full recovery of any Damages from all Collateral Sources covering such Damages to the same extent as they would if such Damages were not subject to indemnification hereunder. Parent, Merger Sub, the Surviving Entity and its Subsidiaries shall not terminate or cancel any insurance policies in effect for periods prior to the Closing. In the event that a recovery from a Collateral Source is made by Parent, Merger Sub, the Surviving Entity, any Subsidiary or any of their Affiliates with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of all direct collection expenses) shall be made promptly to the Securityholders’ Representative (on behalf of the Securityholders).

Indemnification Tax Benefit has the meaning given to it in Section 15.3(a)(vi);

Indemnification Tax Benefit means the amount by which a Person's actual tax liability during a particular taxable period is or could have been reduced as a result of the utilization of tax deductions, credits or other benefits which are attributable to the payment of Indemnified Liabilities.

Indemnification Tax Benefit means an actual reduction in cash payment for Taxes of an Indemnified Party resulting from the Damages and the applicable indemnification payments made in connection with such Damages.

Indemnification Tax Benefit means an amount equal to the amount of any Tax savings actually recognized and actually realized by reason of a net reduction in taxes paid by an indemnitee attributable to the payment by the indemnitor of such Indemnifiable Claim (after taking into account the Tax effect, if any, of receipt of payment of any Indemnifiable Claim). In computing the amount of any Indemnification Tax Benefit, the indemnitee shall be deemed to have used all other items of loss, deduction or credit before using any loss attributable to any Indemnifiable Claim.