Tax Savings Sample Clauses

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, by reason of any payment made, or any Tax Event or other event giving rise to such payment, to or for the account of any Tax Indemnitee by Tower Operator pursuant to Section 34(a) or Section 34(b) of this Agreement or Section 2.11(a) of the Master Agreement (a “Triggering Event”), such Tax Indemnitee realizes a Tax Savings in any taxable year which was not taken into account previously in computing such payment by Tower Operator to or for the account of the Tax Indemnitee, then the Tax Indemnitee shall promptly pay to Tower Operator an amount equal to such Tax Savings. The “Tax Savings” in a taxable year shall be (i) the actual federal and state income Taxes that would have been payable by the Tax Indemnitee (or its consolidated or affiliated group as applicable) for the taxable year in the absence of the Triggering Event, over such Taxes that are actually payable for such taxable year taking such Triggering Event into account, (ii) any interest actually received by the Tax Indemnitee as a result of a refund of tax relating to a Triggering Event, and (iii) an additional gross-up amount to reflect the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to payments made by the Tax Indemnitee pursuant to this sentence, including this clause (iii). However, the Tax Indemnitee shall not be obligated to make such payment to the extent that the amount of such payment would exceed the excess of (x) all prior related indemnity payments (excluding costs and expenses incurred with respect to contests) made by Tower Operator over (y) the amount of all prior related indemnity payments by the Tax Indemnitee to Tower Operator; provided, that any such excess Tax Savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Tower Operator as a result of this sentence shall be carried forward and reduce Tower Operator’s obligations to make subsequent related indemnity payments to such Tax Indemnitee pursuant to this Section 34. For the avoidance of doubt, a Triggering Event may give rise to a Tax Savings in a past or future taxable year (e.g., if the Triggering Event caused or increased a net operating loss in the year of the Triggering Event and such loss is carried back or forwards and results in a reduction in Tax liability in a different taxable year). If a Tax Indemnitee pays or credits Tower Operator in respect of a Tax Savings in a particular taxable year, and it is later determined that the Tax Indemnitee did not h...

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. The amounts which, but for this Section 9.11.5, would be recoverable under this Article 9 from an Indemnifying Party shall be (i) increased by any net Tax cost incurred by the Indemnified Party or any of its Affiliates arising from receipt of indemnity payments hereunder and (ii) reduced by any net Tax benefits arising from the incurrence or payment of any Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnified Loss. Any indemnification payment hereunder shall initially be calculated without regard to this Section 9.11.5 and shall be increased or reduced to reflect any such net Tax cost or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit when and to the extent that the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss. If a Tax benefit arising from the incurrence or payment of a Loss is actually realized prior to the fifth anniversary of the date of the related payment or payments made by ABB under this Article 9 in respect of such Loss ("Prior ABB Payments"), Purchaser shall pay to ABB the amount of such Tax benefit (up to the amount of the Prior ABB Payments) no later than 15 days after such Tax benefit is actually realized, and any excess of such Tax benefit over the Prior ABB Payments shall be applied to reduce any future payments to be made by ABB pursuant to Article 9; provided that if Purchaser is required to refund any part of such Tax benefit to any taxing authority for which ABB received the benefit prior to the fifth anniversary of the related payment made under this Article 9, ABB shall reimburse Purchaser for the amount of such refund.

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. 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 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. 19 Verification of Computations. . . . . . . . . . . . . . . . . . . 20 SECTION6 EXCLUDED EVENTS ............................ 21 SECTION? CONTESTS ..................................... 25 SECTION 8 CERTAIN ADJUSTMENTS........................ 28 SECTION 9 MISCELLANEOUS............................... 29 Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Section 9.6 Section 9.7 Section 9.8 Section 9.9 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Tax Savings. All indemnification payments under this Article VIII will be deemed adjustments to the Purchase Price for all Tax purposes, unless otherwise required by Law. Any calculation of indemnification payments shall be calculated on an “After Tax Basis”. For purposes of this Agreement, an “After Tax Basis” means that, in determining the amount of payment necessary to indemnify an indemnified Party, or to reimburse an indemnified Party for, Losses, the amount of such Losses shall be reduced to take into account any deduction, loss, credit, or other Tax benefit actually realized by the indemnified Party with respect to such Losses in the Tax period of such Losses and the subsequent Tax periods. A Tax benefit shall be treated as realized when it is actually realized or when it is available to be realized through commercially reasonable efforts taken by the relevant party, provided that in computing the amount of any such Tax benefit, the indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Losses. If a Tax benefit is not realized (a) in or prior to the Tax period during which an indemnifying Party makes an indemnification payment or (b) in the Tax period during which the indemnified Party incurs or pays any damages, then the indemnified Party shall thereafter make payments to the indemnifying Party at the end of each subsequent Tax period to reflect the Tax benefit realized in each such subsequent Tax period.