Common use of Indemnification Obligations Net of Taxes Clause in Contracts

Indemnification Obligations Net of Taxes. The Parties intend that any Indemnifiable Loss will be net of Taxes. Accordingly, the amount which an Indemnifying Party is required to pay to an Indemnitee will be adjusted to reflect any tax benefit to the Indemnitee from the underlying Loss and to reflect any Taxes imposed upon the Indemnitee (or its shareholders, if the Indemnitee is a REIT) as a result of the receipt of such payment. Such an adjustment will first be made at the time that the Indemnity Payment is made and will further be made, as appropriate, to take into account any change in the liability of the Indemnitee (or its shareholders, if the Indemnitee is a REIT) for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority.