To Lessee x) If any Indemnitee actually shall realize a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to an Imposition not indemnifiable hereunder which would not have been realized but for any Imposition with respect to which Lessee has reimbursed or indemnified such Indemnitee pursuant to the Operative Documents, which benefit was not previously taken into account in determining the amount of Lessee’s payment to such Indemnitee, such Indemnitee shall pay to Lessee an amount equal to the amount of such Tax benefit on a Grossed-Up Basis; provided, however, that no payment shall be made as long as Lease Event of Default is continuing; provided further, however, that no Indemnitee shall be required to pay to Lessee any Tax benefit to the extent such payment would be greater than the amount of the Impositions in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Indemnitee under this Section 11.2(c)(ii)(x) in respect of such amount; any payment to Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of Lessee under this Section 11.2. If such repaid Tax benefit is thereafter lost, the additional Tax payable in respect of such lost Tax benefit shall be treated as an Imposition indemnifiable hereunder without regard to the exclusions set forth in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (ix), (x) of the definition of Impositions. (y) Upon receipt by an Indemnitee of a refund or credit of all or part of any Impositions paid or indemnified against by Lessee, which refund or credit was not previously taken into account in determining the amount of Lessee’s payment to such Indemnitee, such Indemnitee shall pay to Lessee, on a Grossed-Up Basis, an amount equal to the amount of such refund or credit, plus any interest received by or credited to such Indemnitee with respect to such refund; provided, however, that no such payment shall be made as long as a Lease Event of Default is continuing; provided, further, however, that no Indemnitee shall be required to pay to Lessee any refund or credit to the extent such refund or credit is greater than the amount of Impositions in respect of which payment or indemnification was made by Lessee, reduced by all prior payments by such Indemnitee under this Section 11.2(c)(ii)(y) in respect of such amount. If such repaid refu...
To Lessee. AHC Properties, Inc. 450 N. Sunnyslope Road, Suite 300 Brookfield, Wisconsin 53005 Attn: Mark W. Ohlendorf Telephone No.: 414/641-5100 Facsimile No.: 414/789-6677 With copy to Rogers & Hardin (which shall not 2700 International Tower constitute notice): 229 Peachtree Street, N.W. Atlanta, Georgia 30303 Attn: Miriam Dent Telephone No.: 404/522-4700 Facsimile No.: 404/525-2224 56 63 TO LESSOR: Omega Healthcare Investors, Inc. 900 Victors Way, Suite 350 Ann Arbor, Michigan 48108 Attn.: F. Scott Kellman and Susan Allene Kovach Telephone No.: 734/887-0200 Facsimile No.: 734/887-0201 With copy to Dykema Gossett PLLC (which shall not 1577 North Woodward Ave. constitute notice): Bloomfield Hills, MI 48304-2820 Attn.: Fred J. Fechheimer, Esq. Telephone No.: (248) 203-0743 Facsimile No.: (248) 203-0763 or to such other address as either party may hereafter designate. Notice shall be deemed to have been given on the date of delivery if such delivery is made on a Business Day, or if not, on the first Business Day after delivery. If delivery is refused, Notice shall be deemed to have been given on the date delivery was first attempted. Notice sent by facsimile transmission shall be deemed given upon confirmation that such Notice was received at the number specified above or in a Notice to the sender. ARTICLE XXXII
To Lessee. Advanced Technology Materials, Inc. Attention: Daniel P. Sharkey 7 Commerce Drive Danbury, Connecticut 06810 With a copy to: Stephen J. Geissler, Esq. Shipman & Goodwin 1 American Row Hartford, Connecticut 06103-2819 Such addresses may be changed by either party by notifying the other party in the above stipulated manner.
To Lessee. Any notice or demand to be served upon Lessee shall be in writing, and shall be served either personally to the attention of James S. Vaccaro, Chairman and CEO, or by deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, or sent by recognized national overnight courier (such as FedEx, Airborne or UPS) providing receipts for delivery, addressed to Lessee, or any other address that Lessee may designate in writing. Additionally, a copy of any such notice or demand to be served upon Lessee prior to the commencement of the term of this Lease shall also be mailed concurrently therewith to Lessee's counsel as follows: James T. Sabaitis, Esq., 301 Morris Avenue, Spring Lake, New Jersey 07762.