Common use of Calculation of Indemnity Payments Clause in Contracts

Calculation of Indemnity Payments. If any Indemnitee --------------------------------- subsequently realizes a tax benefit by reason of any payment of an indemnified Tax pursuant to this Article VII, which benefit had not previously been taken ----------- into account in computing such payment, such Indemnitee shall pay Lessees when such tax benefit is actually utilized (but not before Lessees shall have made all payments and indemnification theretofore due to such Indemnitee pursuant to the Operative Documents) an amount equal to the lesser of (a) the sum of (i) an amount equal to such tax benefit, plus (ii) an amount equal to any other tax benefit realized and actually utilized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence, and (b) the amount of such payment by Lessees to such Indemnitee and any other payment by Lessees to such Indemnitee theretofore made pursuant to this Article VII with respect to ----------- such Tax, reduced by other amounts previously paid by such Indemnitee to Lessees pursuant to this Article VII; provided, however, that notwithstanding the foregoing ----------- -------- ------- portions of this sentence, such Indemnitee shall not be obligated to make any payment to Lessees pursuant to this sentence if and for so long as an Event of Default shall have occurred and be continuing, but shall promptly make such payment once all Events of Default shall no longer be continuing; it being intended that such Indemnitee should not realize a net tax benefit pursuant to this Article VII unless Lessees shall first have been made whole for any ----------- payments by it to such Indemnitee pursuant to this Article VII. Any Taxes that ----------- are imposed on any Indemnitee as a result of a disallowance or reduction of any tax benefit taken into account in the prior sentence shall be treated as a Tax for which Lessees are obligated to indemnify such Indemnitee pursuant to the provisions of Article VII hereof without regard to Sections 7.02 (other than ----------- subsections (f) and (g) thereof) and 7.04.

Calculation of Indemnity Payments. If any Indemnitee --------------------------------- ---------------------------------- subsequently realizes a tax benefit by reason of any payment of an indemnified Tax pursuant to this Article VIIVII or by reason of payment of an amount, which amount was reimbursed to such Indemnitee by Lessee on an After-Tax Basis pursuant to a provision specifically requiring the payment of such amount on an After-Tax Basis (other than pursuant to any provision of Article VI or the Tax Indemnification Agreement), which benefit had not previously been taken ----------- into account in computing such payment, such Indemnitee shall pay Lessees Lessee when such tax benefit is actually utilized (but not before Lessees Lessee shall have made all payments and indemnification theretofore due to such Indemnitee pursuant to the Operative Documents) an amount equal to the lesser of (a) the sum of (i) an amount equal to such tax benefit, plus (ii) an amount equal to any other tax benefit realized and actually utilized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence, and (b) the amount of such payment by Lessees to such Indemnitee and any other payment by Lessees Lessee to such Indemnitee theretofore made pursuant to this Article VII with respect to ----------- the Tax or other amount that gave rise to such Taxtax benefit, reduced by other amounts previously paid by such Indemnitee to Lessees Lessee with respect to the tax benefits resulting from such Tax or other amount pursuant to this Article VII; provided, however, that that, notwithstanding the foregoing ----------- -------- ------- portions of this -------- ------- sentence, such Indemnitee shall not be obligated to make any payment to Lessees Lessee pursuant to this sentence if and for so long as an Event of Default shall have occurred and be continuing, but shall promptly make such payment once all Events of Default shall no longer be continuing; it being intended that such Indemnitee should not realize a net tax benefit pursuant to this Article VII unless Lessees shall first have been made whole for any ----------- payments by it to such Indemnitee pursuant to this Article VII. Any Taxes that ----------- are imposed on any Indemnitee as a result of a disallowance or reduction of any tax benefit taken into account in the prior sentence shall be treated as a Tax for which Lessees are Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of Article VII hereof without regard to Sections Section 7.02 (other than ----------- subsections (c), (d), (e), (f), (g), (h) and (gi) thereof) and ). SECTION 7.04.

Calculation of Indemnity Payments. If any Indemnitee --------------------------------- subsequently realizes a tax benefit by reason of any payment of an indemnified Tax pursuant to this Article VII, which benefit had not previously been taken ----------- into account in computing such payment, such Indemnitee shall pay Lessees when such tax benefit is actually utilized (but not before Lessees shall have made all payments and indemnification theretofore due to such Indemnitee pursuant to the Operative Documents) an amount equal to the lesser of (a) the sum of (i) an amount equal to such tax benefit, plus (ii) an amount equal to any other tax benefit realized and actually utilized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence, and (b) the amount of such payment by Lessees to such Indemnitee and any other payment by Lessees to such Indemnitee theretofore made pursuant to this Article ------- VII with respect to ----------- such Tax, reduced by other amounts previously paid by such --- Indemnitee to Lessees pursuant to this Article VII; provided, however, that ----------- -------- ------- notwithstanding the foregoing ----------- -------- ------- portions of this sentence, such Indemnitee shall not be obligated to make any payment to Lessees pursuant to this sentence if and for so long as an Event of Default shall have occurred and be continuing, but shall promptly make such payment once all Events of Default shall no longer be continuing; it being intended that such Indemnitee should not realize a net tax benefit pursuant to this Article VII unless Lessees shall first have been made ----------- whole for any ----------- payments by it to such Indemnitee pursuant to this Article VII. ----------- Any Taxes that ----------- are imposed on any Indemnitee as a result of a disallowance or reduction of any tax benefit taken into account in the prior sentence shall be treated as a Tax for which Lessees are obligated to indemnify such Indemnitee pursuant to the provisions of Article VII hereof without regard to Sections 7.02 ----------- (other than ----------- subsections (f) and (g) thereof) and 7.04.

Calculation of Indemnity Payments. If any Indemnitee --------------------------------- subsequently realizes a tax benefit by reason of any payment of an indemnified Tax pursuant to this Article VIIVII or by reason of payment of an amount, which amount was reimbursed to such Indemnitee by Lessee on an After-Tax Basis pursuant to a provision specifically requiring the payment of such amount on an After-Tax Basis (other than pursuant to any provision of Article VI or the Tax Indemnification Agreement, if any), which benefit had not previously been taken ----------- into account in computing such payment, such Indemnitee shall pay Lessees Lessee when such tax benefit is actually utilized (but not before Lessees Lessee shall have made all payments and indemnification theretofore due to such Indemnitee pursuant to the Operative Documents) an amount equal to the lesser of (a) the sum of (i) an amount equal to such tax benefit, plus (ii) an amount equal to any other tax benefit realized and actually utilized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence, and (b) the amount of such payment by Lessees to such Indemnitee and any other payment by Lessees Lessee to such Indemnitee theretofore made pursuant to this Article VII with respect to ----------- the Tax or other amount that gave rise to such Taxtax benefit, reduced by other amounts previously paid by such Indemnitee to Lessees Lessee with respect to the tax benefits resulting from such Tax or other amount pursuant to this Article VII; provided, however, that that, notwithstanding the foregoing ----------- -------- ------- portions of this -------- ------- sentence, such Indemnitee shall not be obligated to make any payment to Lessees Lessee pursuant to this sentence if and for so long as an Event of Default shall have occurred and be continuing, but shall promptly make such payment once all Events of Default shall no longer be continuing; it being intended that such Indemnitee should not realize a net tax benefit pursuant to this Article VII unless Lessees shall first have been made whole for any ----------- payments by it to such Indemnitee pursuant to this Article VII. Any Taxes that ----------- are imposed on any Indemnitee as a result of a disallowance or reduction of any tax benefit taken into account in the prior sentence shall be treated as a Tax for which Lessees are Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of Article VII hereof without regard to Sections Section 7.02 (other than ----------- subsections (c), (d), (e), (f), (g), (h) and (gi) thereof) and 7.04).

Calculation of Indemnity Payments. If any Indemnitee --------------------------------- subsequently realizes a tax benefit reduction in Taxes payable by such Indemnitee that are not indemnified against by Lessee pursuant to Section 7.01 (a “Tax Benefit”) by reason of the payment or accrual of any Tax Indemnified against pursuant to Section 7.01 or by reason of payment of an indemnified amount, which amount was reimbursed to such Indemnitee by Lessee on an After-Tax Basis pursuant to this Article VIIa provision specifically requiring the payment of such amount on an After-Tax Basis (other than pursuant to any provision of the Tax Indemnification Agreement), which benefit Tax Benefit had not previously been taken ----------- into account in computing such payment, such Indemnitee shall pay Lessees Lessee when such tax benefit Tax Benefit is actually utilized realized (but not before Lessees Lessee shall have made all payments and indemnification theretofore due to such Indemnitee pursuant to the Operative Documents) an amount equal to the lesser of (a) the sum of (i) an amount equal to such tax benefitTax Benefit, plus (ii) an amount equal to any other tax benefit Tax Benefit actually realized and actually utilized by such Indemnitee as the result of any the payment made or accrual by such Indemnitee of the amount payable pursuant to this sentence, and (b) the amount of such payment by Lessees to such Indemnitee and any other payment by Lessees Lessee to such Indemnitee theretofore made pursuant to this Article VII with respect to ----------- the Tax or other amount that gave rise to such TaxTax Benefit, reduced by other amounts previously paid by such Indemnitee to Lessees Lessee with respect to the Tax Benefits resulting from such Tax or other amount pursuant to this Article VII; provided, however, that that, notwithstanding the foregoing ----------- -------- ------- portions of this sentence, such Indemnitee shall not be obligated to XM-4 Participation Agreement make any payment to Lessees Lessee pursuant to this sentence if and for so long as an Event of Default shall have occurred and be continuing, but shall promptly make such payment once all Events of Default shall no longer be continuing; it being intended that such Indemnitee should not realize a net tax benefit pursuant to this Article VII unless Lessees shall first have been made whole for any ----------- payments by it to such Indemnitee pursuant to this Article VII. Any Taxes that ----------- are imposed on any Indemnitee as a result of a disallowance or reduction of any tax benefit Tax Benefit taken into account in the prior sentence shall be treated as a Tax for which Lessees are Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of Article VII Section 7.01 hereof without regard to Sections Section 7.02 (other than ----------- subsections (f), (g) and (gi) thereof) and 7.04).