Reduction in Claim Sample Clauses

Reduction in Claim. Any Indemnity Payment by any Party under this Section 2.1 shall be (i) reduced to take into account the amount of any Tax Benefit to the Indemnitee resulting from the Liability so indemnified or reimbursed and (ii) increased so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Indemnitee receiving such payment would otherwise be entitled to receive pursuant to this Agreement. For purposes of this Section 2.1(e), the amount of any Tax Benefit and any Income Taxes shall be calculated on the basis that the Indemnitee is subject to the highest marginal regular statutory Income Tax rate, has sufficient taxable income to permit the realization or receipt of any relevant Tax Benefit at the earliest possible time and is not subject to the alternative minimum tax.