Amount of Indemnity. The amount of Tax included in any item described in Section 7.1 or 7.2 (each an “Indemnified Liability”) that is incurred by any Indemnified Party shall be determined pursuant to Section 3.3. If Section 3.3 does not address the amount of an Indemnified Liability, in the case of a Tax based or determined with reference to income for any year, the amount of Tax included in any item described in Section 7.1 or 7.2 shall be the difference between (x) the actual Tax incurred by the Indemnified Party for such year and (y) the amount of Tax that the Indemnified Party would have paid in such year absent the Tax Items (or adjustments thereto) in that year or any prior year giving rise to the Indemnified Liability. For the avoidance of doubt, if an Adjustment to any Tax Item would have resulted in additional Tax paid but for the availability of net operating losses or tax credits, the Indemnifying Party shall indemnify the Indemnified Party when, as, and to the extent that such loss or credit carryforward would otherwise have been available to reduce any Tax.
Amount of Indemnity. The amount of Tax included in an Indemnified Liability that is incurred by any Indemnified Party shall in the case of a Tax based or determined with reference to income shall for any year be the difference between (x) the actual Tax incurred by the Indemnified Party for such year and (y) the amount of Tax that the Indemnified Party would have paid in such year absent the Tax Items (or adjustments thereto) in that year or any prior year giving rise to the Indemnified Liability. For the avoidance of doubt, if an adjustment to any Tax Item would have resulted in additional Tax paid but for the availability of net operating losses or tax credits, the Indemnifying Party shall indemnify the Indemnified Party when, as, and to the extent that such loss or credit carryforward would otherwise have been available to reduce any Tax. All amounts payable under this Agreement shall be treated as adjustments to the amount of the Contribution, provided that if any taxing jurisdiction determines that the amounts received by an Indemnified Party nevertheless are taxable, then the Indemnifying Party shall make additional payments to the Indemnified Party so that the Indemnified Party is made whole on an after-tax basis. For this purpose, the amount of Taxes imposed on the payments shall be determined based on the taxing jurisdiction’s highest marginal Tax rate applicable to taxable income of corporations such as the Indemnified Party on income of the character subject to tax and indemnified against under this Article VII for the taxable period in which the Distribution occurs (net of any federal Tax Benefit from state and local Taxes).
Amount of Indemnity. The amount indemnified against under Sections 9.1(c)(1)-(3) ("Indemnified Liability") for a Tax based on or determined with reference to income shall be deemed to be the sum of (x) for each applicable taxing jurisdiction, an amount determined by multiplying (i) the taxing jurisdiction's highest marginal corporate income tax rate for the taxable period in which the Distribution occurs, times (ii) the gain or income of the Indemnified Party which is subject to such Tax, plus (y) an amount determined by multiplying (i) an assumed marginal income tax rate of 45%, times (ii) the total amount of gain or income asserted as allocable to or imposed on the shareholders of Eaton and/or Axcelis Technologies by the Service or any other Tax Authority. In the case of other Indemnified Liabilities, the amount of the Indemnified Liability shall be equal to the amount so owed. In addition, the amount of any Indemnified Liability shall be increased by any interest, costs, legal and professional fees, additions, expenses and penalties incurred by the Indemnified Party. All amounts payable under this Section 9.1(c)(4) shall, to the extent that such amounts constitute taxable income, be grossed-up, based on the tax rate referred to in clause (x)(i) of the first sentence of this Section 9.1(c)(4).
Amount of Indemnity. The amount of this indemnity and the measure of damages for breach of Company’s warranty shall be the amount of any loss (including interest, costs, and reasonable attorneys’ fees and other expenses of representation) proximately caused thereby.
Amount of Indemnity. Each indemnity provided for in Clauses 9.1, 9.2 or Clause 12, shall be in an amount which, after taking into account all Taxes, fees or other charges payable or imposed with respect thereto or as a result of the receipt thereof by any Indemnitee or Tax Indemnitee in any jurisdiction (whether or not excepted above), shall be equal to the amount of such indemnity otherwise payable under this Lease, taking into account any deductions claimable by the Indemnitee or Tax Indemnitee and the cash flow benefits, if any, of receipts and payments. Any payment required to be made by Lessee under Clauses 9.1 or 9.2 shall be due and payable within 30 days following Lessee's receipt of Lessor's written demand therefor (accompanied by an invoice or a written statement of the Indemnitee or Tax Indemnitee describing in reasonable detail the Taxes for which the relevant Indemnitee or Tax Indemnitee is demanding an indemnity and the computation of the amount of the indemnity being demanded), subject to the provisions of Clause 9.4.
Amount of Indemnity. In indemnifying items in good condition and less than one
Amount of Indemnity. In consideration of payment by the Lessee to Lessor of the daily premium of USD*.** per Container for a period of one (1) year, plus Lessee’s acceptance of responsibility for the first USD***.00 of loss or damage per DPP Container, due at off- hire date, the Lessor agrees to provide cover to the extent of and on terms set out below.
Amount of Indemnity. The amount of indemnity or ---------------------- reimbursement to which any of the foregoing indemnities may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board of Directors available (whether a quorum or not) the amount shall be fixed by a committee of arbitrators appointed by the Board of Directors.
Amount of Indemnity. Each indemnity provided for in this Section 10 or Section 13 below, shall be in an amount which, after taking into account all taxes, fees or other charges payable or imposed with respect thereto or as a result of the receipt thereof by any Indemnitee in any jurisdiction (whether or not excepted above), shall be equal to the amount of such indemnity otherwise payable under this Lease. Any payment required to be made by Lessee under Sections 10.1 or 10.3 shall be due and payable within 30 days following Lessee's receipt of Lessor's written demand therefor (accompanied by a written statement of Lessor describing in reasonable detail the Taxes for which the Indemnitee is demanding an indemnity and the computation of the amount of the indemnity being demanded), subject to the provisions of Section 10.4.
Amount of Indemnity. The amount of Tax included in any item described in Section 7.1 or 7.2 (each an “Indemnified Liability”) that is incurred by any Indemnified Party shall, in the case of a Tax based or determined with reference to income for any year, be the difference between (x) the actual Tax incurred by the Indemnified Party for such year and (y) the amount of Tax that the Indemnified Party would have paid in such year absent the Tax Items (or adjustments thereto) in that year or any prior year giving rise to the Indemnified Liability. For the avoidance of doubt, if an adjustment to any Tax Item would have resulted in additional Tax paid but for the availability of net operating losses or tax credits, the Indemnifying Party shall indemnify the Indemnified Party when, as, and to the extent that such loss or credit carryforward would otherwise have been available to reduce any Tax.
