Common use of Calculation of Payments Clause in Contracts

Calculation of Payments. Any payment that the Lessee 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 7.2 shall be paid on a Grossed-Up Basis under Section 7.6 of this Agreement. If an Indemnitee or any Affiliate of such Indemnitee who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee shall actually realize any saving of any Tax not indemnifiable by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) by reason of any amount with respect to which the Lessee has indemnified such Indemnitee pursuant to this Section 7.2, and such tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee shall promptly pay to the Lessee the amount of such saving together with the amount of any tax saving resulting from any payment pursuant to this sentence (provided that such payments by such Indemnitee shall not exceed the amount of the payments made by the Lessee to or for such Indemnitee which gave rise to such savings and payment by such Indemnitee). Each Indemnitee agrees to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving that may reasonably be available and to provide promptly thereafter to the Lessee written notification of any action, proceeding or decision with respect to such claim.

Calculation of Payments. Any payment that which the Lessee shall be required to make to or for the account of any Indemnitee Indemnified Person with respect to any Tax that (including any amounts payable under Section 14(o)) or Finance Lease Withholding Tax which is subject to indemnification under this Section 7.2 14 shall be paid on a Grossedan After-Up Basis under Section 7.6 of this AgreementTax basis. If an Indemnitee Indemnified Person or any Affiliate of such Indemnitee Indemnified Person who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee Indemnified Person shall actually realize any saving of any Tax (other than any such saving attributable to the utilization of a foreign tax credit for United States federal income tax purposes) not indemnifiable indemnified by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) Agreements by reason of any amount with respect to which the Lessee has indemnified such Indemnitee Indemnified Person pursuant to this Section 7.214(b) or Section 14(n) or Section 14(o) or Section 14(p), and such tax Tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee Indemnified Person shall promptly pay to the Lessee Lessee, so long as no Specified Default or Lease Event of Default shall have occurred and be continuing, within 30 days after such Indemnified Person shall have actually realized such Tax saving, the amount of such saving saving, together with the amount of any tax saving Tax savings resulting from any payment pursuant to this sentence (reduced by any withholding Taxes imposed on such payment; provided that the Lessee shall not be entitled to receive an amount in excess of all amounts previously paid by the Lessee pursuant to Section 14(b) or Section 14(n) or Section 14(o) or Section 14(p) to such Indemnified Person or to the relevant taxing authority on behalf of such Indemnified Person (less the aggregate amount of all prior payments by such Indemnitee Indemnified Person to the Lessee under this Section 14(d)), and provided, further, that any amount otherwise due to the Lessee pursuant to this sentence shall not exceed be withheld to the amount extent of the payments made by any payment or indemnity then due from the Lessee to or for on behalf of such Indemnitee which gave rise Indemnified Person pursuant to the Operative Agreements and not made (and any amount so withheld shall not be payable before such time and to such savings and payment by extent as the Lessee shall have made such Indemniteepayments or indemnities). Each Indemnitee agrees If it is later determined that the Indemnified Person was not entitled to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving savings, the portion of such tax savings that may reasonably is repaid, recaptured or disallowed will be available and to provide promptly thereafter treated as Taxes for which the Lessee must indemnify the Indemnified Person pursuant to the Lessee written notification provisions of any action, proceeding or decision Section 14(b) hereof but without regard to the provisions of Section 14(c) with respect to such claimthat type of tax.

Calculation of Payments. Any payment that the Lessee 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 7.2 shall be paid on a Grossed-Grossed- Up Basis under Section 7.6 of this Agreement. If an Indemnitee or any Affiliate of such Indemnitee who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee shall actually realize any saving of any Tax not indemnifiable by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) by reason of any amount with respect to which the Lessee has indemnified such Indemnitee pursuant to this Section 7.2, and such tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee shall promptly pay to the Lessee, so long as no Lease Event of Default shall have occurred and be continuing (but shall be required to make such payment at such time as the Lease Event of Default shall have been cured or at the time the Lessee shall have fulfilled all of its obligations arising upon such Lease Event of Default), within 10 days after such Indemnitee shall have actually realized such tax saving, the amount of such saving saving, together with the amount of any tax saving resulting from any payment pursuant to this sentence (provided that such payments by such Indemnitee shall not exceed the amount of the payments made by the Lessee to or for such Indemnitee which gave rise to such savings and payment by such Indemnitee). Each Indemnitee agrees to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving that may reasonably be available and to provide promptly thereafter to the Lessee written notification of any action, proceeding or decision with respect to such claim.

Calculation of Payments. Any payment that the Lessee 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 7.2 shall be paid on a Grossed-Up Basis under Section 7.6 7.4 of this Agreement. If an Indemnitee or any Affiliate of such Indemnitee who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee shall actually realize any saving of any Tax not indemnifiable by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) by reason of any amount with respect to which the Lessee has indemnified such Indemnitee pursuant to this Section 7.2, and such tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee shall promptly pay to the Lessee the amount of such saving together with the amount of any tax saving resulting from any payment pursuant to this sentence (provided that such payments by such Indemnitee shall not exceed the amount of the payments made by the Lessee to or for such Indemnitee which gave rise to such savings and payment by such Indemnitee). Each Indemnitee agrees to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving that may reasonably be available and to provide promptly thereafter to the Lessee written notification of any action, proceeding or decision with respect to such claim.

Calculation of Payments. Any payment that the Lessee 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 7.2 shall be paid on a Grossed-Up Basis under Section 7.6 of this Agreement. If an Indemnitee or any Affiliate of such Indemnitee who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee shall actually realize any saving of any Tax (net of any related Tax detriment) not indemnifiable by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) by reason of any amount with respect to which the Lessee has indemnified such Indemnitee pursuant to this Section 7.2, and such tax net Tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee shall promptly pay to Lessee, so long as no Lease Event of Default shall have occurred and be continuing (but shall be required to make such payment at such time as the Lessee Lease Event of Default shall have been cured) within 10 days after such Indemnitee shall have actually realized such net Tax saving, the amount of such saving saving, together with the amount of any tax net Tax saving resulting from any payment pursuant to this sentence (provided that such payments by such Indemnitee shall not exceed the amount of the payments made by the Lessee to or for such Indemnitee which gave rise to such savings and payment by such Indemnitee). Each Indemnitee agrees to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving that may reasonably be available and to provide promptly thereafter to the Lessee written notification of any action, proceeding or decision with respect to such claim.

Calculation of Payments. Any payment that the Lessee 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 7.2 shall be paid on a Grossed-Up Basis under Section 7.6 of this Agreement. If an Indemnitee or any Affiliate of such Indemnitee who files any tax return on a combined, consolidated, unitary or similar basis with such Indemnitee shall actually realize any saving of any Tax not indemnifiable by the Lessee pursuant to the Operative Documents (by way of credit (including any foreign tax credit), deduction, exclusion from income or otherwise) by reason of any amount with respect to which the Lessee has indemnified such Indemnitee pursuant to this Section 7.2, and such tax saving was not taken into account in determining the amount payable by the Lessee on account of such indemnification, such Indemnitee shall promptly pay to the Lessee the amount of such saving together with the amount of any tax saving resulting from any payment pursuant to this sentence (provided that such payments by such Indemnitee shall not exceed the amount of the payments made by the Lessee to or for such Indemnitee which gave rise to such savings and payment by such Indemnitee). Each Indemnitee agrees to make, at the Lessee’s expense, good-faith efforts to claim any such tax saving that may reasonably be available and to provide promptly thereafter to the Lessee written notification of any action, proceeding or decision with respect to such claim.. (e)