Indemnification Tax Benefits definition

Indemnification Tax Benefits means, with respect to a taxable year of an Indemnified Party, the amount, if any, by which the Indemnified Party’s liability for Taxes for such taxable year, calculated by excluding any Tax items attributed directly to the Losses, exceeds the Indemnified Party’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items directly attributed to the Losses, provided that: (i) all other Tax items of the Indemnified Party that reduce liabilities for Taxes shall be taken into account prior to taking into account any Tax items that are attributed directly to the Losses, and (ii) the amount of any Indemnification Tax Benefit shall be reduced by any Tax items that increase liabilities for Taxes that are attributed directly to an indemnification payment received by the Indemnified Party in respect of Losses.
Sample 1
Indemnification Tax Benefits means, with respect to a taxable year of an Indemnified Party, the amount, if any, by which the Indemnified Party’s liability for Taxes for such taxable year, calculated by excluding any Tax items attributed directly to the Losses, exceeds the Indemnified Party’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items directly attributed to the Losses, provided that: (i) all other Tax items of the Indemnified Party that reduce liabilities for Taxes shall be taken into account prior to taking 6into account any Tax items that are attributed directly to the Losses, and (ii) the amount of any Indemnification Tax Benefit shall be reduced by any Tax items that increase liabilities for Taxes that are attributed directly to an indemnification payment received by the Indemnified Party in respect of Losses.
Sample 1

Examples of Indemnification Tax Benefits in a sentence

  • The Parties acknowledge that if the Customer is providing Personal Data to RevControl through its PMS that RevControl is processing Personal Data for the purpose set out in Section 8.1 based on RevControl’s legitimate interest to fulfill its contractual obligations towards its Customers.

Related to Indemnification Tax Benefits

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code, and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.