After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary Agreement, indemnification payments made by either party under this Article shall give effect to, and be reduced by the value of, any and all applicable deductions, losses, credits, offsets or other items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified Party.
Appears in 4 contracts
Samples: Separation Agreement (Avis Rent a Car Inc), Separation Agreement (Avis Rent a Car Inc), Separation Agreement (Mips Technologies Inc)
After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary Agreement, any indemnification payments payment made by either party any Indemnifying Party under this Article IV shall give effect to, and be reduced computed by taking into account the value of, of any and all applicable deductions, losses, credits, offsets or other items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified PartyParty and any Tax incurred by the Indemnified Party attributable to receipt of the indemnification payment.
Appears in 3 contracts
Samples: Distribution Agreement (Choice Hotels Holdings Inc), Separation Agreement (Olsten Corp), Distribution Agreement (Manor Care Inc/New)
After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary a Related Agreement, any indemnification payments payment made by either party any Indemnifying Party under this Article V shall give effect to, and be reduced computed by taking into account the value of, of any and all applicable deductions, losses, credits, offsets or other items for Federal, state State or other tax Tax purposes attributable to the payment of the indemnified liability Indemnified Losses by the Indemnified PartyPerson attributable to receipt of the indemnification payment.
Appears in 2 contracts
Samples: Distribution Agreement (Choice Hotels International Inc), Distribution Agreement (Choice Hotels International Inc/)
After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary Agreement, indemnification payments made by either a party under this Article shall give effect to, and be reduced by the value of, any and all applicable deductions, losses, credits, offsets or other items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified Party.
Appears in 2 contracts
Samples: Separation Agreement (Celerity Group Inc), Separation Agreement (Celerity Group Inc)
After-Tax Indemnification Payments. Except as otherwise expressly provided herein or in an Ancillary Agreementherein, any indemnification payments payment made by either party any Indemnifying Party under this Article shall give effect to, and be reduced computed by taking into account the value of, of any and all applicable deductions, losses, credits, offsets or other items for Federalfederal, state or other tax purposes attributable to the payment of the indemnified liability Liability by the Indemnified PartyParty and any Tax incurred by the Indemnified Party attributable to receipt of the indemnification payment.
Appears in 2 contracts
Samples: Agreement (Protection One Alarm Monitoring Inc), Agreement (Westar Capital Inc)
After-Tax Indemnification Payments. Except as otherwise ---------------------------------- expressly provided herein or in an Ancillary Agreement, indemnification payments made by either party under this Article shall give effect to, and be reduced by the value of, any and all applicable deductions, losses, credits, offsets or other items for Federal, state or other tax purposes attributable to the payment of the indemnified liability by the Indemnified Party.
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