Common use of Indemnification Principles Clause in Contracts

Indemnification Principles. For purposes of this Agreement, "Losses" shall mean each and all of the following items: claims, losses (excluding losses of earnings or similar consequential or indirect losses), liabilities, obligations, payments, damages (excluding indirect or similar damages), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, reasonable costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts); provided, however, that for purposes of calculating Losses pursuant to this Section 9, Losses of the Company shall be calculated net of any reduction to the Tax liability of the Company actually realized as a result of any such item giving rise to a Tax deduction to the Company. Any indemnification payment by SDC Prague to any Purchaser Indemnitee pursuant to this Section 9 shall include an additional amount so that the Purchaser Indemnitee does not, directly or indirectly, bear any portion of such payment made by SDC Prague with respect to such payment on account of the Purchaser Indemnitee's direct or indirect investment in the Company. To the extent permitted by Law, any payment by SDC Prague to Purchaser pursuant to this Section 9 shall be treated for all income Tax purposes as an adjustment to the price paid by the Purchaser for the TATRA Shares pursuant to this Agreement.

Indemnification Principles. For purposes of this Agreement, --------------------------- "Losses" shall mean each and all of the following items: claims, losses (excluding losses of earnings or similar consequential or indirect losses), liabilities, obligations, payments, damages (excluding indirect or similar damages), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, reasonable costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts); provided, however, that for purposes of calculating Losses pursuant to this Section 9, Losses of the Company shall be calculated net of any reduction to the Tax liability of the Company actually realized as a result of any such item giving rise to a Tax deduction to the Company. Any indemnification payment by SDC Prague to any Purchaser Indemnitee pursuant to this Section 9 shall include an additional amount so that the Purchaser Indemnitee does not, directly or indirectly, bear any portion of such payment made by SDC Prague with respect to such payment on account of the Purchaser Indemnitee's direct or indirect investment in the Company. To the extent permitted by Law, any payment by SDC Prague to Purchaser pursuant to this Section 9 shall be treated for all income Tax purposes as an adjustment to the price paid by the Purchaser for the TATRA Shares pursuant to this Agreement.