Common use of Tax Benefits Clause in Contracts

Tax Benefits. (a) any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “

Tax Benefits. (a) any Lessee acknowledges that unless otherwise agreed by Lessor, Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Property (the "Tax Benefits"). Notwithstanding anything herein to the contrary, if Lessor shall not be entitled to, or shall be subject to recapture of, the Tax Benefits, as a result of any act, omission or misrepresentation of Lessee, Lessee shall pay to Lessor damages in an amount or amounts sufficient to reimburse Lessor for such loss, together with any related interest and penalties, based on the highest marginal corporate income tax rate prevailing during the Lease Term, regardless of whether Lessor or any member of a consolidated group of which are actually Lessor is also a member is then subject to any increase in tax. If a Lease Schedule pursuant to the Master Leasing Agreement is deemed to be a secured transaction disguised as a lease, Lessee grants to Lessor a first priority security interest in the Property and currently realized by any Tax Indemniteeadditions, attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds, to secure Lessee's payment of the Lease Payments and all other payment obligations when due, and Lessee's performance of all of the terms and conditions of Lease Schedule and the Master Leasing Agreement. In such an event, a Lessee, which is a Political Subdivision, shall execute and deliver to Lessor financing statements, as well as amendments and continuations, reasonably required by Lessor to perfect and maintain such security interest. If any part of the Lease Payments are attributable solely determined to be imputed interest, finance charges or time-price differential ("Interest"), the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, parties agree that for the purpose of calculating such Tax Benefit, such Tax Indemnitee Lease Payments shall be deemed to utilize all other items be level payments of incomeprincipal and Interest, gainwith such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum amount of interest permitted by applicable law. If the Interest exceeds such maximum, lossthen at Lessor's option, deduction or creditif permitted by law, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall Interest payable will be deemed to have actually and currently realized and utilized a Tax Benefit reduced to the extent thatlegally permitted maximum amount of interest, and at such time as, any excessive Interest will be used to reduce the principal amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence Lessee's obligation or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “refunded.

Tax Benefits. (a) any benefits Any Tax Benefit realized by the Purchaser or the Company and its Subsidiaries with respect to any Post-Closing Tax Period ending prior to January 1, 2015 that relates to the Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period shall be for the account of the Shareholder, and the Purchaser shall pay over to the Shareholder any such Tax Benefit within fifteen (15) days after receipt thereof. Any Tax Benefit realized with respect to a Pre-Closing Tax Period that is attributable to any carryback of any tax attribute arising in any Post-Closing Tax Period shall be for the Purchaser’s account, provided that for purposes of determining the extent to which are actually and currently realized by any Tax IndemniteeBenefit is attributable to a carryback from a Post-Closing Tax Period, which are attributable solely all tax items arising in all Pre-Closing Tax Periods shall be taken into account before any tax attributes carried back from any Post-Closing Tax Period. The Shareholder shall pay over to the incurrence or payment by Purchaser any such Tax Indemnitee Benefit within fifteen (15) days after receipt thereof. Any other provisions of this Agreement to the contrary notwithstanding, any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Transaction Tax Benefit, such Tax Indemnitee Deductions shall be deemed to utilize all other items of incometreated, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent thatpermitted by applicable Law, as attributable to a Pre-Closing Tax Period, and at any Tax Benefit attributable to such time asTransaction Tax Deductions, regardless of the Tax period in which such Tax Benefit is realized, shall be for the Shareholder’s account according to this Section 6.8(d). Except as otherwise required by applicable Law, the amount of Taxes payable by Purchaser shall prepare and file all applicable Tax Returns in a manner that maximizes the Tax Indemnitee is actually reduced below Benefits available to the amount Shareholder as a result of the Transaction Tax Deductions. The calculation of the Tax Benefit relating to any taxable period shall take into account any corresponding increase in Taxes such due for any taxable period. For example, the Tax Indemnitee would Benefit attributable to any reduction in state Taxes will be required to pay but calculated net of any corresponding increase in federal income Tax. Any Tax Benefit for any Straddle Period shall be prorated between the incurrence or payment of such Loss or Taxes, computed Shareholder and the Purchaser in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (aprinciples of Section 6.8(c), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “.

Tax Benefits. Any indemnifiable Taxes payable by an indemnifying party under this Article IX shall be reduced by the present value of (a) any benefits with respect to Taxes which are actually and currently benefit that was (or will) be realized by the indemnified party, or any affiliate thereof, resulting from any refund, credit or reduction in otherwise required Tax payments (including any interest payable thereon) attributable to any item that generated or that relates to the indemnified Tax and (b) any Tax Indemniteesavings (including any refund, which are credit or other Tax reduction) attributable solely to the incurrence deductibility of the indemnified party's or its affiliate's payment by such Tax Indemnitee of any indemnified Tax Losses or Taxes or for which it receives an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee indemnification payment. Such present value shall be deemed computed as of the first date on which the right to utilize the refund, credit or other Tax reduction arises or otherwise becomes available to be utilized (i) using the maximum marginal rate of the relevant Tax payable by the indemnified party for any Tax year in which such savings or refund were or will be available after first reflecting all other items of income, gain, lossdeduction, deduction loss or creditcredit for such period, and (ii) using a discount rate of 6% per annum. To the extent that the parties cannot agree whether any Tax savings exists (or will be realized) or on the appropriate treatment of any Tax savings, such disagreement shall be resolved by the Tax Referee (selected, and all fees and expenses related thereto borne by the parties, in a manner consistent with that provided in Section 9.2). Sellers shall be entitled to the benefit of any indemnification right or payment (including those that arise outside the scope of any insurance or similar payment), other than an indemnification payment made pursuant to this Agreement, before utilizing available to or received by Buyer, the Company, or any item arising from the incurrence or payment affiliate of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized either, in connection with a Tax Benefit Loss for which CGNU and Sellers have an obligation to the extent thatindemnify Buyer. As used herein, "Tax Losses" means all Taxes and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would Contest Expenses for which Sellers may be required obligated to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits indemnify Buyer under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Section 9.1.

Tax Benefits. (a) In case any benefits with respect event shall occur that would otherwise entitle any party to Taxes which are actually and currently realized by any Tax Indemniteeassert a Claim for indemnification hereunder, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified no Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit been sustained by such party to the extent of any net Tax benefit actually realized, received or credited by such party with respect thereto, as determined by Purchaser in good faith; provided that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any whether a net Tax Benefitbenefit was actually realized, a received or credited, Purchaser shall assume that all items of deduction other than the applicable Loss for which an indemnity payment is to be made hereunder shall first be used to determine the Tax Indemniteeliability of the Purchaser for the Tax year in which the relevant Loss arises and, to if the extent not prohibited by applicable law item of deduction (or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory portion thereof) with respect to all such Loss is not allowed in such Tax year applying the limitations of the foregoing provision, then such item of deduction (or any portion thereof) shall be deemed used in the first succeeding Tax year following such year that such item is allowed applying the foregoing ordering rules for such other Similar LoansTax years. In the event the Sellers disagree with any net Tax benefit determined by Purchaser pursuant to Section 10.9, it being understood that if, the Sellers shall deliver to Purchaser a written notice (a “Dispute Notice”) setting forth such disagreements within fifteen (15) days after taking into account all tax items receipt by the Control Sellers from Purchaser of the determination of such net Tax Indemnitee other than from this Loan benefit. If the Sellers do not deliver a Dispute Notice to Purchaser by such date, the Sellers shall be deemed to have accepted Purchaser’s calculation of such net Tax benefit. Purchaser and Similar LoansSeller shall endeavor in good faith to resolve any matters set forth in a Dispute Notice by mutual agreement. If, such Tax Indemnitee has within thirty (30) days after the capacity Sellers deliver a Dispute Notice, the Purchaser and Sellers are unable to use some or all reach a mutually satisfactory resolution of the Tax Benefits matters set froth in a Dispute Notice, then Purchaser and some or all the Sellers each shall provide RSM McGladrey with their respective determination of the tax benefits generated by Similar Loansnet Tax benefit and such supporting documentation and information as RSM McGladrey may request. RSM McGladrey shall make an independent determination of the net Tax benefit that, it cannot rely upon a provision assuming compliance with the previous clause, shall be final and binding on the Sellers and the Purchaser. The Sellers and the Purchaser shall each pay one-half (1/2) of the fees, costs and expenses of RSM McGladrey in such Similar Loan that requires connection with the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “foregoing.

Tax Benefits. (ai) If as the result of any benefits audit adjustment (or adjustment in any litigation, proceeding or other action with respect to Taxes) made with respect to any Tax Item which relates to or affects any Taxes which are actually and currently realized imposed on or in respect of the Company or any of their respective assets or activities for any Pre-Closing Tax Period (such audit a “Pre-Closing Tax Audit”) by any Tax Indemniteeauthority or as a result of any indemnification provided by Carrier under this Agreement (A) a Tax described in Section 11.01(a)(i) is imposed and is paid by Carrier or Carrier makes a payment under any indemnification obligation provided hereunder and (B) as a result, which are attributable solely to the incurrence Company or Watsco or any of its Affiliates receives a Tax Benefit in excess of what it would have received in the absence of such audit or other adjustment or payment by (including as a result of an adjustment under Code Section 743) (it being understood that Watsco agrees to file or cause to be filed (or shall cause the Company to file or cause to be filed) or to permit (or shall cause the Company to permit) Carrier to file all Tax Returns (including amended Tax Returns) or other documents claiming any such Tax Indemnitee Benefit at Carrier’s expense), then Watsco or the Company, as the case may be, shall pay to Carrier the amount of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, Benefit within thirty (30) days of filing the Tax Return in which such Tax Indemnitee shall be Benefit is deemed to utilize all other items be realized, received or utilized, or, in the case of incomea Tax Benefit that is a refund, gainwithin thirty (30) days of receipt of such refund. For the absence of doubt, loss, deduction if an indemnity payment is made to Watsco under Section 11.01(a)(i) or credit, including those that arise outside the scope of otherwise pursuant to this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to is realized, received or utilized by the extent that, and at such time asCompany, the amount of Taxes the Tax Benefit that shall be payable to Carrier pursuant to this Section 11.01(e), (X) if such amount is paid by Watsco, shall be the portion of such Tax Benefit allocable to Watsco and its Affiliates (other than the Company) based on the aggregate percentage ownership of the Company owned by Watsco and its Affiliates and taking into account Watsco’s or its Affiliate’s adjustments under Code Section 743 and (Y) if such amount is paid by the Company, shall be the full amount of such Tax Indemnitee is actually reduced below Benefit. If as a result of a Pre-Closing Tax Audit involving Carrier or the Northeast Business Contributed Assets (I) Watsco, any Affiliate of Watsco, or the Company incurs any additional, actual, out of pocket cash Tax in a Post-Closing Tax Period, and (II) Carrier or any Affiliate of Carrier receives a Tax Benefit in excess of what it would have received in the absence of such Pre-Closing Tax Audit, then Carrier will pay to Watsco the amount of Taxes Watsco’s and its Affiliate’s (other than the Company) Damages resulting from such additional Tax, but only to the extent of Carrier’s and its Affiliate’s Tax Indemnitee would be required Benefit, within thirty (30) days prior to pay but the due date for the incurrence or making payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “additional Tax.

Tax Benefits. (a) any Lessee acknowledges that Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Equipment (the “Tax Benefits”), unless otherwise indicated in a Schedule. All references to Lessor in this Section include the consolidated taxpayer group of which are actually Lessor is a member. Tax Benefits shall include interest deductions, investment tax credit and currently realized depreciation deductions using the “applicable depreciation method” set forth in Section 168(b)(1) of the Internal Revenue Code, as amended (the “Code”) over an “applicable recovery period” of 5 years. Lessee represents and warrants to Lessor that at no time during the Lease Term will Lessee take or omit to take, nor will it permit any sublease or assignee to take or omit to take, any action (whether or not such sublessee or assignee, or act or omission is otherwise permitted by any Tax Indemniteethe terms of this Lease), which are attributable solely may result in the disqualification of any of the Equipment for, or recapture of, all or any portion of the Tax Benefits. If as a result of a breach of any representation or warranty of Lessee in this Lease or any act, omission or misrepresentation by Lessee, (i) tax counsel of Lessor shall determine that Lessor is not entitled to claim on its federal income tax return all or any portion of the incurrence Tax Benefits, or payment by (ii) any such Tax Indemnitee Benefit is disallowed or recaptured (a “Loss”), then Lessee shall pay to Lessor, on demand, as an indemnity and as additional rent, an amount which will, after deduction therefrom of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be taxes required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited be paid by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory Lessor with respect to such amount, enable Lessor to receive the same after-tax rate of return that Lessor would have realized had such Loss not occurred, plus all other Similar Loans, it being understood that if, after taking into account all tax items of interest and penalties assessed on such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Loss.

Tax Benefits. (a) any benefits The amount of Losses with respect to Taxes which are actually and currently realized by a Claimant is to be indemnified pursuant to this Article X initially shall be determined without regard to any Tax IndemniteeBenefit. However, which are attributable solely to the incurrence extent that the Claimant actually realizes a tax benefit (a “Tax Benefit”) with respect to any payment for Losses made hereunder through a refund of Taxes or payment reduction in actual amount of Taxes that otherwise would be payable by the Claimant, the Claimant shall pay to the Indemnitor the amount of such Tax Indemnitee Benefit (but not in excess of any indemnified Losses the indemnification payment or Taxes or an event giving rise payments actually received from the Claimant with respect to such Losses Losses) at such time or Taxes; provided, times as and to the extent that for the purpose Claimant or any Affiliate of calculating such Claimant actually realizes such Tax Benefit. For this purpose, such Tax Indemnitee Benefits shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, calculated by computing the amount of Taxes payable before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed for any taxable period and shall be reduced by the Tax Indemnitee is actually reduced below the amount of Taxes any related Tax detriment suffered by the Claimant. Buyer, on the one hand, and Monster Worldwide, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 10.7, including copies of Tax Indemnitee would returns, estimated tax payments, schedules and related supporting documents. If any adjustments are made to any Tax Return relating to the Claimant for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax Benefit or Tax detriment to the Claimant, appropriate payments will be required to pay but for made between the incurrence or payment of such Loss or Taxes, computed Indemnitor and the Claimant in accordance with the ordering rules set forth above. Notwithstanding anything previous sentence to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of properly reflect such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “adjustment amount.

Tax Benefits. (a) any benefits The amount of Losses with respect to Taxes which are actually and currently realized by an Indemnified Party is to be indemnified pursuant to Article IX initially shall be determined without regard to any Tax IndemniteeBenefit. However, which are attributable solely to the incurrence extent that the Indemnified Party actually realizes a tax benefit (a “Tax Benefit”) with respect to any payment for Losses made hereunder through a refund of Taxes or payment reduction in actual amount of Taxes that otherwise would be payable by the Indemnified Party, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Indemnitee Benefit (but not in excess of any indemnified Losses the indemnification payment or Taxes or an event giving rise payments actually received from the Indemnifying Party with respect to such Losses Losses) at such time or Taxes; provided, times as and to the extent that for the purpose Indemnified Party or any Affiliate of calculating such Indemnified Party actually realizes such Tax Benefit. For this purpose, such Tax Indemnitee Benefits shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, calculated by computing the amount of Taxes payable before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax items as the last items claimed for any taxable period and shall be reduced by the Tax Indemnitee is actually reduced below the amount of Taxes any related Tax detriment suffered by the Indemnified Party. Buyer, on the one hand, and MNST, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section 9.9, including copies of Tax Indemnitee would returns, estimated tax payments, schedules and related supporting documents. If any adjustments are made to any Tax Return relating to the Indemnified Party for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax Benefit or Tax detriment to the Indemnified Party, appropriate payments will be required to pay but for made between the incurrence or payment of such Loss or Taxes, computed Indemnifying Party and the Indemnified Party in accordance with the ordering rules set forth above. Notwithstanding anything previous sentence to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of properly reflect such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “adjustment amount.

Tax Benefits. (a) If, as a result of any benefits final determination with respect to any Tax Item for a Pre-Closing Period, there is an increase (i) in Taxes of any QNX Entity in respect of which Parent has indemnified a Buyer Tax Indemnitee pursuant to Section 6.2(a), or (ii) in Taxes for which Parent (or with respect to any Taxes paid on or prior to the Closing Date, any QNX Entity) is or was otherwise liable (and, in the case of such Taxes in this clause (ii), which Parent (or any QNX Entity) has paid on or prior to the Closing Date and which are not Buyer Taxes), and, solely as a result of such final determination, any QNX Entity (or Buyer or any of its Subsidiaries or Affiliates) actually and currently realized by realizes a Tax Benefit for any Post-Closing Period (it being understood that Buyer agrees to file or cause to be filed (or shall cause the relevant QNX Entity to file or cause to be filed) all Tax IndemniteeReturns (including amended Tax Returns) or other documents, which are attributable solely to the incurrence or payment by such Tax Indemnitee of extent permitted under Applicable Law, claiming (x) any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed (y) any refund to utilize all other items of income, gain, loss, deduction which Parent is entitled under Section 6.7(b) below or credit, including those that arise outside the scope of this Agreement, before utilizing (z) any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent thatwhich Parent is entitled under Section 6.15 (whether as a payment to Parent or as a reduction of an indemnification payment required to be made by Parent)), and at such time asthen Buyers shall pay, or cause to be paid, to Parent the amount of Taxes payable by such Tax Benefit, provided, however, that any such amount shall not exceed the amount which Parent has paid to the Buyer Tax Indemnitee Indemnitees in respect of such final determination (a “Tax Timing Payment”). Any such Tax Timing Payment shall be paid no later than thirty (30) days of the filing of any Tax Return in which such Tax Benefit is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth aboverealized. Notwithstanding anything to the contrary in this clause (a)Agreement, in calculating the Buyers shall not be required to make any Tax Benefit, a Timing Payment under this Section 6.7(a) in respect of any Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which Benefit that is non-discriminatory realized with respect to all other Similar Loans, it being understood that if, any taxable period following the seventh taxable period after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Closing Date.

Tax Benefits. (a) any Lessee acknowledges that unless otherwise agreed by Xxxxxx, Lessor intends to claim all available tax benefits of ownership with respect to Taxes the Property (the "Tax Benefits"). Notwithstanding anything herein to the contrary, if Lessor shall not be entitled to, or shall be subject to recapture of, the Tax Benefits, as a result of any act, omission or misrepresentation of Lessee, Lessee shall pay to Lessor damages in an amount or amounts sufficient to reimburse Lessor for such loss, together with any related interest and penalties, based on the highest marginal corporate income tax rate prevailing during the Lease Term, regardless of whether Lessor or any member of a consolidated group of which are actually Xxxxxx is also a member is then subject to any increase in tax. If a Lease Schedule pursuant to the Master Leasing Agreement is deemed to be a secured transaction disguised as a lease, Lessee grants to Lessor a first priority security interest in the Property and currently realized by any Tax Indemniteeadditions, attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds, to secure Xxxxxx's payment of the Lease Payments and all other payment obligations when due, and Xxxxxx's performance of all of the terms and conditions of Lease Schedule and the Master Leasing Agreement. In such an event, a Lessee, which is a Political Subdivision, shall execute and deliver to Lessor financing statements, as well as amendments and continuations, reasonably required by Lessor to perfect and maintain such security interest. If any part of the Lease Payments are attributable solely determined to be imputed interest, finance charges or time-price differential ("Interest"), the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, parties agree that for the purpose of calculating such Tax Benefit, such Tax Indemnitee Lease Payments shall be deemed to utilize all other items be level payments of incomeprincipal and Interest, gainwith such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum amount of interest permitted by applicable law. If the Interest exceeds such maximum, lossthen at Lessor's option, deduction or creditif permitted by law, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall Interest payable will be deemed to have actually and currently realized and utilized a Tax Benefit reduced to the extent thatlegally permitted maximum amount of interest, and at such time as, any excessive Interest will be used to reduce the principal amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence Lessee's obligation or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “refunded.

Tax Benefits. (a) any benefits If the amount with respect to Taxes which are actually and any claim is made under this Article VII (an "Indemnity Claim") gives rise to a currently realized by any realizable Tax Indemnitee, which are attributable solely Benefit to the incurrence or party making the claim, the indemnity payment shall be reduced by the amount of the Tax Benefit available to the party making the claim. To the extent such Tax Indemnitee of any indemnified Losses or Taxes or an event giving Indemnity Claim does not give rise to such Losses or Taxes; provided, that for the purpose of calculating such a currently realizable Tax Benefit, if the amount with respect to which any Indemnity Claim is made gives rise to a subsequent realizable Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Indemnitee Benefit when, as and if realized. For the purposes of this Agreement, any subsequently realizable Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the Liabilities of the parties shall be determined as though both occurred at or prior to the time of the indemnity payment, except to the extent otherwise agreed by the parties or determined to be incorrect. A "Tax Benefit" means an amount by which the Tax liability of the party (or group of corporations including the party) is reduced (including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority arising from the indemnified claim and taking into account any tax consequences arising as the result of the indemnity obligation and payment. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to utilize all be realizable proportionately with any other items of incomelosses, gaindeductions, loss, deduction credits or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Taxitems. A Tax Indemnitee Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit will be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payment previously made to the indemnifying party pursuant to this Section 7.3(d). The amount of the refunded reduction or payment shall be deemed a payment under this Section 7.3(d) and thus shall be paid subject to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in any applicable reductions under this clause (aSection 7.3(d), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “.

Tax Benefits. Notwithstanding any provision in this Agreement to the contrary, all indemnification payments for Losses under this ARTICLE VIII shall be paid by the indemnifying party without reduction for any Tax Benefits available to the indemnified party. However, to the extent that an indemnified party has recognized a Tax Benefit (i) in respect of any Losses for which such indemnified party is entitled to indemnification under this ARTICLE VIII, and (ii) (a) any benefits in the taxable period or year in which the Losses are incurred, (b) in the taxable period or year in which payment is made on account of such Losses, or (c) within three taxable years after the taxable period or year specified in (a) or (b), the indemnified party shall promptly pay to the indemnifying party an amount in cash equal to the amount of such Tax Benefit (but not in excess of the indemnification payment or payments actually received from the indemnifying party with respect to Taxes which are actually such Losses). For purposes of this Section 8.8, the indemnified party shall recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment extent that, the indemnified party’s cumulative liability for income taxes through the end of such taxable year, calculated by excluding any income tax items attributable to the Losses from all taxable years, exceeds the indemnified party’s actual cumulative income tax liability through the end of such taxable year, calculated by taking into account any income tax items attributable to the Losses for all taxable years as provided for by the relevant income Tax Indemnitee Law. In computing the amount of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee (i) the indemnified party shall be deemed to utilize recognize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, credit before utilizing recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee and (ii) Taxes imposed under Section 59A of the Code shall be deemed taken into account. This Section 8.8 shall not be construed to require any indemnified party to (x) amend any Tax Return (y) pay any amount to an indemnifying party the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have actually been in if the Losses subject to indemnification and currently realized giving rise to the Tax Benefit had not been incurred and utilized the indemnification payments with respect to such Losses had never been paid, or (z) make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. An indemnifying party, upon the request the indemnified party, shall repay to the indemnified party the amount paid to such indemnifying party pursuant to this Section 8.8 (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event that the indemnified Party is required to repay a related Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Taxing Authority.