Common use of Indemnification Calculations Clause in Contracts

Indemnification Calculations. All indemnification payments for Tax Losses made pursuant to this Section 7.01, and for Losses made pursuant to Section 10.02 and Section 10.04, shall be made on an after-tax basis. Accordingly, in determining the amount of any indemnification payment for a Tax Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such Tax Loss or Loss shall be (i) increased to take into account any additional Tax cost actually incurred by the indemnitee arising from the receipt of indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into account any deduction, credit or other tax benefit actually realized by the indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing the amount of any such Tax Cost or Tax Benefit, the indemnitee 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 indemnification payment hereunder or the incurrence or payment of any indemnified Tax Loss or Loss; PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable period during which an indemnifying party makes an indemnification payment or the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Costs and Tax Benefits realized by the parties hereto in each such subsequent taxable period.

Indemnification Calculations. All indemnification payments for Tax Losses made pursuant to this Section 7.018.01, and for Losses made pursuant to Section 10.02 11.02 and Section 10.0411.04, shall be made on an after-tax basis. Accordingly, in determining the amount of any indemnification payment for a Tax Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such Tax Loss or Loss shall be (i) increased to take into account any additional Tax cost actually incurred by the indemnitee arising from the receipt of indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into account any deduction, credit or other tax benefit actually realized by the indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing the amount of any such Tax Cost or Tax Benefit, the indemnitee 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 indemnification payment hereunder or the incurrence or payment of any indemnified Tax Loss or Loss; PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable period during which an indemnifying party makes an indemnification payment or the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Costs and Tax Benefits realized by the parties hereto in each such subsequent taxable period.