Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liabi...
Calculation of General Tax Indemnity Payments. Any payment which Borrower is required to make to or for the account of any Indemnitee with respect to any Tax which is subject to indemnification under this section 9.02 shall be made on a net basis, taking into account offsetting credits or deductions available to such Indemnitee as a result of the payment of such Tax, and shall include the amount necessary to hold such Indemnitee harmless on an after-tax basis from the net amount of all Taxes required to be paid by such Indemnitee as the result of such payment (including any Taxes imposed on such indemnity payment) pursuant to the laws of any Taxing Authority. The amount of any payment or indemnity required under this section shall be determined by the Indemnitee reasonably and in good faith, and that determination shall be conclusive. Upon Borrower's request and at Borrower's expense, the Indemnitee will provide Borrower with a summary explanation of the basis for the Indemnitee's computations.
Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, with respect to any payment or indemnity to a Tax Indemnified Party under Section 16 hereof, the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid by such Tax Indemnified Party with respect to such payment or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority.
Calculation of General Tax Indemnity Payments. If any Indemnitee realizes a net permanent tax benefit by reason of the payment of any indemnity under section 13(b), such Indemnitee shall pay the Lessee, but not before the Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 13(b), an amount equal to the lesser of (x) the sum of such tax benefit plus any other net tax benefit realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence (determined in a manner consistent with the definition of After-Tax-Basis set forth in Appendix A and with the last sentence of section 13 (b)(6) hereof) or (y) the amount of such payment by the Lessee to such Indemnitee and any other payment by the Lessee to such Indemnitee theretofore made pursuant to this Section 13(b) less the aggregate amount of all prior payments by such Indemnitee to the Lessee pursuant to this clause (y) with respect to amounts paid pursuant to section 13(b) (1), it being intended that no Indemnitee should realize a net tax benefit pursuant to this Section 13(b) unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 13(b); provided, however, that in computing any permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and
Calculation of General Tax Indemnity Payments. Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to any Tax which is subject to indemnification under Section 19.2(a) shall (A) reflect the current net savings available to such Tax Indemnitee or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to the respective Tax Indemnitee) resulting from the current deduction of such indemnified Tax, but only to the extent that such indemnified Tax is deductible for federal, state and local tax purposes, and (B) include, after taking into account the savings described in clause (A), the amount necessary to hold such Tax Indemnitee harmless on an After-Tax Basis. If, by reason of any payment made to or for the account of a Tax Indemnitee by Lessee pursuant to Section 19.1 or this Section 19.2, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any Affiliate thereof or any transferee, successor or assignee thereof, actually realizes a net tax benefit, savings, deduction or credit not taken into account in computing such payment, provided no Lease Event of Default has occurred and is continuing (in which case any amount payable to Lessee on account of such tax benefit, savings, deduction or credit shall not be due unless and until such Lease Event of Default is cured), such Tax Indemnitee (or the transferee, successor or assignee thereof) shall promptly pay to Lessee an amount equal to the sum of (I) the net reduction in Taxes, if any, realized by such Tax Indemnitee or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to each respective Tax Indemnitee) which is attributable to such net tax benefits, savings, deductions or credits and (II) the net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to each respective Tax Indemnitee) as the result of any payment made by such Tax Indemnitee pursuant to this sentence. Notwithstanding the foregoing, no Tax Indemnitee shall be required to make any payment to the Lessee pursuant to this Section 19.2(d) to the extent payments by the Tax Indemnitee to the Lessee under this Section 19.2(d) (without regard to amounts necessary to make such payments on an After-Tax Basis) would exceed, in the aggregate, at any time, the amount of all prior payments made by or on behalf of the Lessee to s...
Calculation of General Tax Indemnity Payments. (a) Any payment which Lessee shall be required to make to or for the account of any Indemnitee with respect to any Tax which is subject to indemnification under this Section 9.3 shall be made on an After-tax Basis (without regard to the exclusions therein).
Calculation of General Tax Indemnity Payments. (a) --------------------------------------------- Any payment which the Lessee shall be required to make to or for the account of any Indemnified Person with respect to any Tax which is subject to indemnification under this Article VIII shall be made on an After-Tax Basis.
Calculation of General Tax Indemnity Payments. Any --------------------------------------------- payment which Lessee is required to make to or for the account of Indemnitee with respect to any Tax subject to indemnification under this Section 16(b) shall include the amount necessary to hold the Indemnitee harmless on an after- tax basis from the amount of any and all Taxes required to be paid by the Indemnitee as a result of the receipt or accrual of any such payment pursuant to the laws of any Federal, state or local government or other taxing authority in the United States, any foreign government or subdivision thereof or an international authority or any political subdivision or taxing authority of any of the foregoing.
Calculation of General Tax Indemnity Payments. Any payment which --------------------------------------------- Borrower is required to make to or for the account of any Indemnitee with respect to any Tax which is subject to indemnification under this Section 9.02 shall be made on a net basis, taking into account offsetting credits or deductions available to such Indemnitee as a result of the payment of such Tax, and shall include the amount necessary to hold such Indemnitee harmless on an after-tax basis from the net amount of all Taxes required to be paid by such Indemnitee as the result of such payment (including any Taxes imposed on such indemnity payment) pursuant to the laws of any Taxing Authority. The amount of any payment or indemnity required under this section shall be determined by the Indemnitee reasonably and in good faith, and (subject to verification in accordance with the terms of this paragraph) that determination shall be conclusive. The Indemnitee will provide Borrower with a summary explanation of the basis for the Indemnitee's computations. Within 30 days after Borrower receives that summary explanation, Borrower may request that the Verifying Firm verify whether the calculations submitted by Lender are based on the correct assumptions and are mathematically correct. The Verifying Firm shall be requested to make its determination within 30 days. If the Verifying Firm determine that such computations are inaccurate or based on incorrect assumptions, then the Verifying Firm shall determine what it believes to be the appropriate computations. Such verification shall be final and binding on the parties hereto. The costs and expenses of such verification shall be paid by Borrower (unless, according to such verification, such Indemnitee's computation should be reduced by 5% or more, in which case the costs and expenses of such verification shall be paid by such Indemnitee).
Calculation of General Tax Indemnity Payments. (A) Any payment that Borrower shall be required to make to or for the account of any Indemnitee with respect to any Tax that is subject to indemnification under this Section 6(b) shall be made on an After-Tax Basis.
