Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Comstock Inc.), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Membership Interest Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)

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Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII V shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 2 contracts

Samples: Contribution and Separation Agreement (Pcquote Com Inc), Contribution and Separation Agreement (Pcquote Com Inc)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII VI shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 2 contracts

Samples: Contribution Agreement (Marketwatch Com Inc), Contribution Agreement (Pearson Inc)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII Section 8 shall be calculated net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Banyan Systems Inc), Warrant Purchase Agreement (Banyan Systems Inc)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII Section 8 shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (ia) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (iib) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction loss, deduction, or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 2 contracts

Samples: Purchase Agreement (Huntsman Polymers Corp), Purchase Agreement (Huntsman Packaging Corp)

Calculation of Losses. The amount of any Loss for which ---------------------- indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (ia) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (iib) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 1 contract

Samples: Conformed Copy (Maxwell Shoe Co Inc)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII IX shall be net of any amounts actually recovered or recoverable by the indemnified party Indemnified Party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party Indemnified Party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nn Inc)

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Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. An indemnified party shall use all reasonable efforts to first recover against its insurance carriers for any Loss for which indemnification is provided under this Article VIII.

Appears in 1 contract

Samples: Asset Purchase Agreement      asset Purchase Agreement (SCP Pool Corp)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any 0000-0000-0000.8 item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Comstock Inc.)

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII Section 7 shall be calculated net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax tax cost or Tax tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Medscape Inc)

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