Common use of Calculation of General Tax Indemnity Payments Clause in Contracts

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.