definiens: as used in this Article XI means that, in determining the amount of thepayment necessary to indemnify any party against, or reimburse any party for, anyIndemnifiable Loss, the amount of such Indemnifiable Loss will be determined netof any theoretical reduction in Tax realizable ( assuming a hypothetical effective taxrate of 40 % and without applying a discount for the time value of money or for thelack of certainty of realization ) by the Indemnified Party as the result of anydeduction, expense, loss credit or refund to the Indemnified Party, and the amountof such indemnity payable will be increased ( i.e., ) by the amountnecessary to satisfy any Tax liabilities actually incurred by the Indemnified Partyas a result of its receipt of, or right to receive, such indemnity payment ( includingthe payment of an additional amount or amounts hereunder ) determined by usingthe actual marginal Federal, state, foreign or local rates for the relevant taxableperiod . Notwithstanding the foregoing, if ( x ) the amount of 44Indemnifiable Losses for which the Indemnifying Party is obligated to indemnifythe Indemnified Party is reduced by any Tax benefit in accordance with theprovisions of the previous sentence and ( y ) the Indemnified Party subsequently isrequired to repay the amount of any such Tax benefit or such Tax benefit isdisallowed, then the obligation of the Indemnifying Party to indemnify with respectto such amounts shall be reinstated immediately and such amounts shall be paidpromptly to the Indemnified Party in accordance with the provisions of thisAgreement