Common use of Tax Benefit Clause in Contracts

Tax Benefit. If, by reason of any payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the sum of (A) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction in Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to (A) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.

Tax Benefit. If, by reason of any payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the sum of (A) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction calculated on the same basis as the Gross-Up in Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to (A) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.

Tax Benefit. If, by reason of any payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the sum of (A) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction in Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to (A) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.amount

Tax Benefit. If, by reason of any payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the sum of (A) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction in Taxes realized by such Indemnitee as a result - 60 - 62 of any payment made by such Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to (A) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.

Tax Benefit. If, by reason as the result of any payment made Taxes paid or indemnified against by Old Dominion under this Section 8.2, the aggregate Taxes paid by the Tax Indemnitee for any taxable year and not subject to or for the account of an Indemnitee by Lessee indemnification pursuant to this Section 10 8.2 are less (whether by reason of a deduction, credit, allocation or Section 13 hereofapportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) Tax Benefit was not previously taken into account in computing determining the amount of indemnification payable by Old Dominion under paragraph (a) above and provided no Default or Event of Default shall be continuing, such Tax Indemnitee shall pay to Old Dominion the lesser of (A) (y) the amount of such paymentTax Benefit, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting from the sum payment under clause (y) above (determined using the same assumptions as set forth in the second sentence under the definition of (AAfter-Tax Basis) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction in amount of the indemnity paid pursuant to this Section 8.2 giving rise to such Tax Benefit. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is repaid or recaptured will be treated as Taxes realized by such Indemnitee as a result of any payment made by such for which Old Dominion must indemnify the Tax Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated Section 8.2 without regard to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to paragraph (Ab) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.

Tax Benefit. If, as the result of any Taxes paid or indemnified against by TVA under this Section 9.2, the aggregate Taxes payable (or deemed payable) by the Tax Indemnitee in connection with such payment for any taxable year are less (whether by reason of any payment made a deduction, credit, allocation or apportionment of income or otherwise and computed using the same assumptions as set forth in the second sentence under the definition of After Tax Basis) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a “Tax Benefit”), then to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, extent such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) Tax Benefit was not previously taken into account in computing determining the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be indemnification payable under paragraph (a) above and provided no Lease Event of Default and if Lessee shall have made all payments then due occurred and owing be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Lease Event of Default has been cured), such Tax Indemnitee shall pay to TVA the lesser of (A) (y) the amount of such Indemnitee under the Operative DocumentsTax Benefit, plus (z) an amount equal to the sum of (A) the actual reduction in Taxesany United States Federal, if any, state or local income tax benefit realized by such Tax Indemnitee which is attributable as a result of the payment under clause (y) above and this clause (z) (such benefit to such deduction or credit be determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the actual reduction in amount of the indemnity(ies) paid pursuant to this Section 9.2 giving rise to such Tax Benefit. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes realized by such Indemnitee as a result of any payment made by such for which TVA shall indemnify the Tax Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated Section 9.2 without regard to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to paragraph (Ab) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.

Tax Benefit. If, by reason of any payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 10 or Section 13 hereof, such Indemnitee subsequently actually realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing the amount of such payment, such Indemnitee shall promptly pay to Lessee, but only if there shall then be no Lease Event of Default and if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the sum of (A) the actual reduction in Taxes, if any, realized by such Indemnitee which is attributable to such deduction or credit and (B) the actual reduction calculated on the same basis as the Gross-Up in Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 10 or Section 13 hereof to the extent that the amount calculated pursuant to (A) above would exceed (x) the amount of all prior payments by Lessee to such Indemnitee, pursuant to this Section 10 or Section 13 hereof, net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (A) above by such Indemnitee to Lessee hereunder.or