Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Huntsman Packaging Corp), Asset Purchase Agreement (Huntsman Polymers Corp)
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 Article V shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 2 contracts
Sources: Contribution and Separation Agreement (Pcquote Com Inc), Contribution and Separation Agreement (Pcquote Com Inc)
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 Article VI shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 2 contracts
Sources: Contribution Agreement (Pearson Inc), Contribution Agreement (Marketwatch Com Inc)
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 shall be calculated net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Banyan Systems Inc), Warrant Purchase Agreement (Banyan Systems Inc)
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 Article IX shall be net of any amounts actually recovered by the indemnified party Indemnified Party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax cost incurred by the indemnified party Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax benefit realized by the indemnified party Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 1 contract
Sources: Asset Purchase Agreement (Nn Inc)
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 Article VIII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, loss deduction or credit before recognizing any ▇▇▇▇-▇▇▇▇-▇▇▇▇.8 item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Comstock Inc.)
Calculation of Losses. The amount of any Loss for which ---------------------- indemnification is provided under this Section 8 Article VIII shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (a) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 1 contract
Calculation of Losses. The amount of any Loss for which indemnification is provided under this Section 8 7 shall be calculated net of any amounts actually recovered by the indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (bii) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.
Appears in 1 contract