definiens: means, with respect to any amount which is to be paid hereunder on an an amountwhich, after subtraction of the amount of all federal, state and non - U.S. Taxes payable by the recipient thereof as a result ofthe receipt or accrual of such payment, and after taking into account ( i ) the increase in federal, state and non - U.S. Taxes(including estimated Taxes ) payable by such recipient for all affected taxable years as a result of the event or occurrencegiving rise to such payment ( the ), and ( ii ) the reduction in federal, state and non - U.S. Taxes ( includingestimated Taxes ) payable by the recipient for all taxable years ending on or before the end of the taxable year in which suchpayment is made, shall be sufficient as of the date of payment to compensate the recipient for such Indemnified Event