Net After-Tax Basis definition

Net After-Tax Basis means, with respect to the Payments, either with or without reduction under subsection (a) (as applicable), the amount that would be retained by the Executive from such Payments after the payment of all Taxes.

Net After-Tax Basis means after any U.S. federal, state or local income or franchise taxes (computed using the Tax Rate) incurred as a result of such indemnification (assuming the deductibility of such state and local income and franchise taxes in calculating federal income tax), reduced by any tax benefit arising as a result of such indemnification.

Net After-Tax Basis with respect to any payment to be received by a Person from the Borrowers pursuant to Section 4.10 (a “Section 4.10 Payment”) or pursuant to Section 11.6 in respect of an Indemnified Liability (a “Section 11.6 Payment”), the amount of such Section 4.10 Payment or Section 11.6 Payment plus a further payment or payments so that the net amount received by such Person, after all Taxes imposed on such Person with respect to such amounts (net of any actual current reduction in Taxes payable by such Person as a result of the costs or expenses for which such Person receives a Section 4.10 Payment or Section 11.6 Payment) is equal to the original payment required to be received pursuant to Section 4.10 or Section 11.6, respectively. For avoidance of doubt, if a Lender incurs a cost of $100 for which the Borrowers pay the Lender $100 pursuant to Section 11.6, and the cost gives rise to a tax deduction that reduces such Person’s Taxes by $35, and the payment increases such Person’s Taxes by $35, then the net after-Tax basis payment shall be $100 because the increase in Tax of $35 with respect to the Indemnified Liability is offset by the reduction in Taxes of $35 that arises from the cost. However, if the cost was not deductible and the payment increased such Person’s Taxes by $35, then the net-after Tax basis payment would be at least $135.

Examples of Net After-Tax Basis in a sentence

• An Indemnifying Party will indemnify the Indemnified Party on a Net After-Tax Basis against any income or franchise tax incurred in the event that any indemnification payment is treated as taxable income to the Indemnified Party.

• For purposes of this paragraph, "Net After-Tax Basis" means after any U.S. federal, state or local income or franchise taxes (computed using the Tax Rate) incurred as a result of such indemnification (assuming the deductibility of such state and local income and franchise taxes in calculating federal income tax), reduced by any tax benefit arising as a result of such indemnification.

• Section 16.4 Net After-Tax Basis 156 ARTICLE XVII MISCELLANEOUS 157 Section 17.1 No Waiver; Remedies 157 Section 17.2 Amendments; Waivers; Permanent Discontinuance of SOFR and other Benchmarks; Benchmark Exculpation 157 Section 17.3 Notices, Etc.

• Subject to the limitations set forth in Section 10.2(b) hereof, no failure or delay by Parent in the performance of the foregoing shall reduce or otherwise affect the obligation of Seller to indemnify and hold the Indemnified Parties harmless on a Net After-Tax Basis, except to the extent that such failure or delay shall have actually adversely affected Seller's ability to defend against, settle or satisfy any Covered Losses for which the Indemnified Parties are entitled to indemnification hereunder.

• Seller will (or will cause Seller's Parent to) pay, and will indemnify and hold harmless Buyer from and against, on a Net After-Tax Basis, any Income Taxes imposed upon any Seller Group for any taxable period ending on or prior to the Closing Date without regard to the limitations set forth in Article 7 and any such Loss arising with respect thereto and such indemnification payment will not be considered for purposes of determining whether the Basket Amount has been exceeded.

More Definitions of Net After-Tax Basis

Net After-Tax Basis means, with respect to the calculation of any indemnification payment owed to any Indemnified Party pursuant to this Agreement, calculation thereof in a manner taking into account any Taxes owing by the Indemnified Party or its Affiliates as a result of receipt or accrual of the indemnity payment and any savings in Taxes realized or reasonably realizable by the Indemnified Party or its Affiliates as a result of the indemnified liability.

Net After-Tax Basis means, with respect to the calculation of any indemnification payment owed to any party pursuant to the Agreement, calculation thereof in a manner taking into account any Taxes owing by the indemnified party or its Affiliates as a result of receipt or accrual of the indemnity payment and any savings in Taxes realized by the indemnified party or its Affiliates as a result of the indemnified liability.

Net After-Tax Basis means, with respect to the calculation of any indemnification payment owed to any party pursuant to the Agreement, calculation thereof in a manner taking into account any Taxes actually owing by the Indemnified Party or its Affiliates as a result of receipt or accrual of the indemnity payment and any savings in Taxes actually realized by the Indemnified Party or its Affiliates as a result of the indemnified liability. In the event that a Tax liability is actually incurred or a savings in Taxes is actually realized by an Indemnified Party or its Affiliates subsequent to the time that an indemnification payment is required to be paid, such liability or savings shall be taken into account (and payment with respect thereto shall be made by the appropriate party) only as and when such liability is incurred or savings are realized.

Net After-Tax Basis means, with respect to the calculation of any indemnification payment owed to any party pursuant to the Agreement, calculation thereof in a manner taking into account any cash Taxes owing or increase in cash Taxes otherwise payable by the Indemnified Party or its Affiliates as a result of the receipt or accrual of the indemnity payment (and if not owed or payable in the year the indemnification payment was made, which amount shall be paid to the Indemnified Party when such cash Taxes are paid) and any actual savings in Taxes by the Indemnified Party or its Affiliates as a result of payment or accrual of the indemnified liability when and as realized as a cash benefit or reduction in cash Taxes otherwise payable (and if not realized in the year the indemnified liability accrued or the indemnification payment was made, which amount shall be paid to the indemnifying party when such realization occurs).

Net After-Tax Basis with respect to any payment to be received by a Person from the Borrowers pursuant to Section 4.10 (a “Section 4.10 Payment”) or pursuant to Section 11.6 in respect of an Indemnified Liability (a “Section 11.6 Payment”), the amount of such Section 4.10

Net After-Tax Basis has the meaning set forth in Section 8.9.

Net After-Tax Basis means, with respect to the calculation of any indemnification payment owed to any party pursuant to the Agreement, calculation thereof in a manner taking into account any Taxes owing by the Indemnified Party or its Affiliates as a result of receipt or accrual of the indemnity payment and any savings in Taxes realized by the Indemnified Party or its Affiliates as a result of the indemnified liability. Such calculation shall be made assuming that the Indemnified Party is subject to the highest combined marginal Tax rates in effect in the relevant jurisdictions and shall disregard benefits derived from net operating losses and unrelated deductions and credits