Tax Savings. If, by reason of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.
Tax Savings. (a) In the event that UpREIT makes an indemnity payment pursuant to Section 4, if such Xxxxx Indemnitee shall realize with respect to any year, any federal, applicable state or Xxxx Ridge income tax savings that would not have been realized but for receipt of such payment, the related Income Inclusion or the event giving rise thereto, (and which tax savings were not taken into account in calculating UpREIT's indemnity payment to such Xxxxx Indemnitee), such Xxxxx Indemnitee shall pay to UpREIT, on an After-Tax Basis, an amount equal to the actual net reduction in federal, applicable state and Xxxx Ridge income tax actually realized by such Xxxxx Indemnitee. Each Xxxxx Indemnitee agrees to act in good faith to claim any tax benefits or savings (including filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from UpREIT hereunder and to maximize the amount of its tax savings; provided, however, that such Xxxxx Indemnitee shall not be required to take any action which, in its good faith judgment, would have any material adverse business consequences to it.
(b) Any payment due to UpREIT pursuant to this Section 7 shall be paid within one business day after such Xxxxx Indemnitee has (1) received (or is deemed to have received) a refund or (2) has filed a return that reflects or would reflect such tax saving; provided, however, that (A) obligations of such Xxxxx Indemnitee and UpREIT under this Agreement will first be set off against each other, and (B) any loss of such tax savings by such Xxxxx Indemnitee subsequent to the year of realization by such Xxxxx Indemnitee shall be treated as an Income Inclusion that is indemnifiable pursuant to the provisions of this Agreement.
Tax Savings. If, by reason of any Claims or Taxes paid or indemnified against by Lessee pursuant to Section 7.1 or 7.2, any Indemnified Person or Tax Indemnitee at any time realizes a net reduction in any Taxes not indemnified against by Lessee and not taken into account previously in computing the amount of any indemnity payable by Lessee under Section 7.1 or 7.2, such Indemnified Person or Tax Indemnitee shall promptly pay to Lessee an amount that, after subtraction of any further Tax savings such Indemnified Person or Tax Indemnitee realizes as a result of the payment thereof, is equal to the amount of such net Tax reduction; provided that any subsequent loss of a Tax benefit for which a payment has been made to Lessee under this Section 7.3.2 (or which was taken into account previously in computing an amount payable by Lessee under Section 7.2) shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. Each Indemnified Person and each Tax Indemnitee shall in good faith use diligence in filing tax returns and in dealing with taxing authorities to seek and claim any Tax benefit that would result in such a reduction in Taxes and to minimize the Taxes indemnifiable by Lessee hereunder.
Tax Savings. If a Lender or the Administrative Agent becomes aware that it has obtained or received a tax refund or credit or other tax benefit in respect of any amount for which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 5.1.2, then, within thirty (30) days of becoming so aware, such Lender or the Administrative Agent (as the case may be) shall, if in its sole discretion it reasonably determines that it can do so without any non-immaterial adverse consequences for such Lender or the Administrative Agent (as the case may be), reimburse such amount of tax refund or credit or other tax benefit to the Borrower. Each Lender and the Administrative Agent agrees to act in good faith with respect to any such refund, credit and other tax benefits without discriminating against the Borrower. If and to the extent the Borrower indemnifies the Administrative Agent or any Lender for any taxes, the Borrower shall have all rights of subrogation with respect thereto.
Tax Savings. If EME indemnifies the Owner Participant for a Tax Loss under clause (iii) of Section 6.7 and the Owner Participant realizes (or would have realized had it had sufficient taxable income and tax liability) during any taxable year a reduction in U.S. federal or state income taxes (including any offset or refund of income taxes and interest thereon) that is attributable to, and would not have occurred but for:
(i) any Indemnified Tax Loss, or
(ii) any circumstances or adjustments giving rise to such Indemnified Tax Loss, and that, in either such case, was not previously taken into account in computing an indemnity with respect thereto, then, the Owner Participant shall pay to EME an amount or amounts that, on an After-Tax Basis, shall be equal to the reduction or deemed reduction in U.S. federal and state income taxes plus the amount of any interest attributable to such refund. Any reverse indemnity payment will not be in excess of the amount of the indemnity previously paid by EME (with any excess reverse indemnity payments being available as an offset against future federal income tax indemnities otherwise payable by EME). No such payment shall be required to be made while a Lease Event of Default shall have occurred and be continuing. Any subsequent loss of benefits assumed to be realized by the Owner Participant in making such reverse indemnity payment shall be indemnified against by EME.
Tax Savings. If a Lender or the Agent becomes aware that it has obtained or received a tax refund or credit or other tax benefit in respect of any amount for which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to §5.1.2, then, within thirty (30) days of becoming so aware, such Lender or the Agent (as the case may be) shall, if in its sole discretion it reasonably determines that it can do so without any non-immaterial adverse consequences for such Lender or the Agent (as the case may be), reimburse such amount of tax refund or credit or other tax benefit to the Borrower. Each Lender and the Agent agrees to act in good faith with respect to any such refund, credit and other tax benefits without discriminating against the Borrower. If and to the extent the Borrower indemnifies the Agent or any Lender for any taxes, the Borrower shall have all rights of subrogation with respect thereto.
Tax Savings. Costs arising or resulting from any breaches of Stockholders or SAG hereunder shall be reduced to the extent of the amount of any tax savings resulting from the indemnified matter to which such costs relate which are actually realized (or can reasonably be expected to be realized in future years) by the Indemnified Party.
Tax Savings. 19 Verification of Computations. . ................. 20 SECTION6 EXCLUDED EVENTS ............................ 21 SECTION? CONTESTS ..................................... 25
Tax Savings. In the event an Indemnitee receives a refund (or ----------- similar tax savings) in respect of any Imposition paid or reimbursed by the Lessee which was not considered in calculating the After Tax Basis with respect to such payment or reimbursement by Lessee, such Indemnitee shall within thirty (30) days thereafter remit the amount of such refund (or tax savings) to the Lessee, provided that the amount so remitted shall not exceed the lesser of: (i) the amount received by such Indemnitee as a refund (or tax savings) net of all reasonable costs and expenses incurred by such Indemnitee in connection with obtaining and paying such amount; and (ii) (a) the amount of all prior payments by the Lessee to such Indemnitee with respect to Impositions, plus any refunded interest, less (b) the amount of all prior payments by the Indemnitee to the Lessee under this Section 13.5(i). ---------------
Tax Savings. If any Indemnitee realizes a reduction in Taxes that would otherwise be payable or actually receives a refund of Taxes by reason of an indemnity payment under this section which reduction or refund was not otherwise taken into account in calculating Lessee’s tax indemnity obligation then the Indemnitee shall pay to the Lessee an amount equal to the sum of such Tax refund or reduction together with any interest received thereon.
