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 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 for Taxes that occurs in connection with the final resolution of an audit by a Taxing Authority. To the extent permitted by Law, for purposes of all Taxes imposed on or measured by net or taxable income, the Parties will treat any Indemnity Payment made pursuant to this Agreement as an additional capital contribution made (or as a return of the capital contribution made) by STWD to SWAY, as the case may be, on the date of this Agreement prior to the Distribution.