Common use of Tax Savings Clause in Contracts

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 If with respect to any Claims or Taxes amount 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 15 or 7.2this Section 16, Lessor shall realize any savings in respect of any such Indemnified Person amount by reason of deductions, credits, allocations, allowances or other tax benefits (collectively, "Tax Indemnitee Benefits") therefor under the laws of any Taxing Authority, Lessor shall promptly notify Lessee that it has realized such Tax Benefit and shall pay to Lessee an amount that, after subtraction of any further Tax savings such Indemnified Person or Tax Indemnitee realizes equal to (i) the net reduction in Taxes realized by Lessor as a result of the payment thereof, is equal to such Tax Benefit under such laws and (ii) the amount of any further net reduction in Taxes realized under such laws as a result of payments pursuant to clause (i) of this sentence, in both cases taking into account any tax detriment to Lessor attributable to such Tax Benefit or payment and excluding any such net Tax reductionreduction otherwise taken into account in calculating the amount of any payment by Lessee to Lessor as described in Section 14 hereof; provided that such amount shall not be payable (x) before such time as Lessee shall have made all payments or indemnities then due to or on behalf of Lessor under this Lease, (y) during any subsequent loss time that Lessor may be exercising its remedies under Section 14 hereof or (z) to the extent it exceeds the amount of a all payments made by Lessee with respect to such Taxes. If any Tax benefit for which a payment has been made to Lessee Benefit is taken into account under this Section 7.3.2 (or which 16.3 and it is subsequently determined that Lessor was taken into account previously in computing an amount payable by Lessee under Section 7.2) not entitled thereto, the disallowance thereof shall be treated as an a Tax that is indemnifiable Tax hereunder without regard to the exclusions set forth in under this 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 hereunder16.