General Tax Indemnity. (a) The Indemnity Provider shall pay and assume liability for, and does hereby agree to indemnify, protect and defend each Property and all Indemnified Persons, and hold them harmless against, all Impositions on an After Tax Basis, and all payments pursuant to the Operative Agreements shall be made free and clear of and without deduction for any and all present and future Impositions.
General Tax Indemnity. (i) Subject to the exclusions described in Section 8(b)(ii) below, any and all payments by the Borrower to the Administrative Agent or any Lender (each, a "Tax Indemnitee") under this Agreement or any of the other Operative Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by or based on net or taxable income (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under this Agreement to any Tax Indemnitee, then (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions in respect of such Taxes (including deductions applicable to additional sums payable under this Section) such Tax Indemnitee (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay amounts, if any, pursuant to clause (i) of the preceding sentence to any Tax Indemnitee organized under the laws of a jurisdiction outside of the United States of America unless such Tax Indemnitee provides or has provided to the Borrower a completed Internal Revenue Service Form W-8ECI or Form W-8BEN, or any successor form, or Form W-9, or any successor form, and any other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States certifying as to such Tax Indemnitee's entitlement to an exemption from, or reduction of, United States withholding tax on payments to be made hereunder and any new or other forms or certificates prescribed by the Internal Revenue Service of the United States in the event that a lapse in time or change in circumstance renders a previous certification obsolete or inaccurate in any material respect. The Borrower agrees to pay any present or future stamp, recording or documentary taxes or similar levies that arise from any payment made under this Agreement or under any other Operative Document or from the execution, delivery or registration o...
General Tax Indemnity. Except as provided in Section 9.3(c) and whether or not any of the transactions contemplated hereby are consummated, Borrower shall pay, indemnify, protect, defend, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on or asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine, or any Part, or any interest in any of the foregoing (whether or not indemnified against by any other Person), upon or with respect to the Operative Agreements or the transactions or payments contemplated thereby, including any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any Engine, any Part, any Operative Agreement (including any Equipment Notes), any data, or any other thing delivered or to be delivered under an Operative Agreement, (y) the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, re-registration, repair, replacement, overhaul, location, control, imposition of any Lien, financing, refinancing requested by Borrower, abandonment, or other disposition of the Aircraft, the Airframe, any Engine, any Part, any data, or any other thing delivered or to be delivered under an Operative Agreement or (z) interest, fees, or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements (including the property or income or other proceeds with respect to property held as part of the Collateral) or the transactions contemplated thereby.
General Tax Indemnity. Lessee will pay, and will defend, indemnify and hold Lessor harmless on an after-tax basis from, any and all Taxes (as defined below) and related audit and contest expenses on or relating to (a) any of the Equipment, (b) the Lease, (c) purchase, acceptance, ownership, lease, possession, use, operation, transportation, return or other disposition of any of the Equipment, and (d) rentals or earnings relating to any of the Equipment or the Lease. "Taxes" means present and future taxes or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (i) sales, use, excise, licensing, registration, titling, franchise, business and occupation, gross receipts, stamp and personal property taxes, (ii) levies, imposts, duties, assessments, charges and withholdings, (iii) penalties, fines, and additions to tax and (iv) interest on any of the foregoing. Unless Lessor elects otherwise, Lessor will prepare and file all reports and returns relating to any Taxes and will pay all Taxes to the appropriate taxing authority. Lessee will reimburse Lessor for all such payments promptly on request. On or after any applicable assessment/levy/lien date for any personal property Taxes relating to any Equipment, Lessee agrees that upon Lessor's request Lessee shall pay to Lessor the personal property Taxes which Lessor reasonably anticipates will be due, assessed, levied or otherwise imposed on any Equipment during its Lease Term. If Lessor elects in writing, Lessee will itself prepare and file all such reports and returns, pay all such Taxes directly to the taxing authority, and send Lessor evidence thereof. Lessee's obligations under this section shall survive the expiration, cancellation or termination of the Lease.
General Tax Indemnity. Lessee shall pay and discharge or cause to be paid or discharged, within the period for payment permitted by law (and shall, if requested by a Tax Indemnitee, produce to that Tax Indemnitee evidence of the payment and discharge thereof) and indemnify each Tax Indemnitee and keep each Tax Indemnitee fully indemnified at all times from and against all Taxes payable by that Tax Indemnitee at any time in respect of this Agreement, any of Operative Documents, or the Aircraft, the Airframe, any Engine, or any Part or interest therein or in respect of any transaction contemplated by this Agreement or any of the Operative Documents including, without limitation, the purchase (including, without limitation, under the Purchase Agreement), ownership, delivery, redelivery, transport, leasing, subleasing, financing, refinancing, mortgaging, location, registration, use, possession and operation, repair, import to or export from any country, return, storage, maintenance, protection, sale, attempted sale, acceptance, abandonment, rejection or other disposition of the Aircraft, the Airframe, any Engine, or any Part or interest therein, or the rentals, receipts, income or earnings arising from any of the foregoing. The preceding sentence shall not apply to, and Lessee shall have no liability to a Tax Indemnitee pursuant to this Clause 18.2 with respect to the following Taxes (collectively, “Excluded Taxes”):
General Tax Indemnity. Lessee agrees that each payment of Rent shall be free of all withholdings and deductions for or on account of taxes, duties and any other charges of any nature whatsoever, present or future, unless Lessee is required by operation of law or otherwise to withhold or deduct amounts for or on account of any of the same, in which event, Lessee will pay such additional amounts as Rent as will result in the receipt by Lessor on the due date for payment thereof of the sums which would otherwise have been receivable on such date had there been no such withholding or deduction. All such withholdings and deductions shall be promptly paid by Lessee to the relevant taxing authority and Lessee shall promptly furnish Lessor with evidence of each such payment. The preceding portion of this paragraph shall not apply to taxes, fees and other charges with respect to which Lessee is not obligated to indemnify any Indemnitee pursuant to the remaining portion of this paragraph. In addition, and not by way of limiting the foregoing, Lessee agrees to pay, and on written demand to indemnify and hold harmless the Indemnitees from, all license, recording and registration fees and all sales, use, personal property, stamp, documentary, customs, excise, income, consumption, value added and other taxes, levies, imposts, duties, assessments, charges and withholdings of any nature whatsoever, together with any penalties, fines, additions and interest thereon (collectively, "taxes, fees and other charges") imposed against an Indemnitee, Lessee or any Item of Equipment or any part thereof by any government or governmental subdivision or taxing authority (domestic or foreign), upon or with respect to any Item of Equipment or any part thereof or upon or with respect to the purchase, ownership, acceptance, delivery, registration, leasing, subleasing, possession, use, operation, departure, landing, maintenance, repair, modification, location, importation, exportation, sale, return, storage or other disposition thereof, or upon or with respect to the rentals, receipts or earnings arising therefrom or received with respect thereto, or upon or with respect to this Lease or the Purchase Agreement (excluding, however, any taxes (i) based on or measured by Lessor's net income, gross receipts, capital, or excess profits which are payable by Lessor to (A) the United States federal government, or (B) any state or local government or other taxing jurisdiction in the United States other than Hawaii (provi...
General Tax Indemnity. Borrower shall pay or reimburse Lender, and indemnify, defend and hold Lender harmless from, on an after-tax basis, all taxes, assessments, fees and other governmental charges paid or required to be paid by Lender or Borrower in any way arising out of or related to the Equipment or any Equipment Note before or during the Equipment Note Term or after the Equipment Note Term following an Event of Default, including foreign, Federal, state, county and municipal fees, taxes and assessments, and property, value-added, sales, use, gross receipts, excise, stamp and documentary taxes, and all related penalties, fines, additions to tax and interest charges (“Impositions”), excluding only Federal and state taxes based on Lender’s net income. Upon Lender’s request, Borrower shall furnish proof of its payment of any Imposition.
General Tax Indemnity. (a) The Lessee shall pay and assume liability for, and does hereby agree to indemnify, protect and defend the Equipment and all Tax Indemnitees, and hold them harmless against, all Impositions on an After Tax Basis.
General Tax Indemnity. 5.1 Lessee shall pay or reimburse Lessor for, and indemnify and hold Lessor harmless from, all fees (including, but not limited to, license, documentation, recording or registration fees) and all sales, use, gross receipts, property, occupational, value-added or other taxes, levies, imposts, duties, assessments, charges or withholdings of any nature whatsoever, together with any penalties, fines or additions to tax, or interest thereon (each of the foregoing being hereafter referred to as an "Imposition"), arising at any time before or during the term of this Lease, or upon any termination of this Lease or return of the Units to Lessor, and levied or imposed on Lessor, directly or otherwise, by any federal, state or local government or taxing authority in the United States or by any foreign country or foreign or international taxing authority on or with respect to (a) any Unit, (b) the exportation, importation, registration, purchase, ownership, delivery, leasing, possession, use, operation, storage, maintenance, repair, transportation, return, sale, transfer of title or other disposition thereof, (c) the rents, receipts, or earnings arising from any Unit or (d) this Lease or any payment made hereunder, excluding, however, taxes measured by Lessor's net income imposed or levied by the United States or any state thereof unless such taxes are in lieu of or in substitution for any Impositions Lessee would otherwise have been obligated to pay, reimburse or indemnify hereunder. Lessee shall not be responsible for any taxes in connection with any sale or lease of the Unit by Lessor after Lessee has returned the Unit pursuant to Section 9 of this Lease.
General Tax Indemnity. Lessee shall pay, and on written demand indemnify, defend and hold Lessor harmless from and against, all fees, taxes (whether sales, use, excise, personal property or other taxes), imposts, duties, withholdings, assessments and other governmental charges of whatever kind or character, however designated (together with any penalties, fines or interest thereon), all of the foregoing being herein collectively called “impositions” which are at any time levied or imposed against or incurred with respect to Lessor, Lessee, this Lease, the Aircraft or any part thereof or interest therein by any federal, state or local government or taxing authority in the United States or by any foreign government or any subdivision or taxing authority thereof upon, with respect to, as a result of or measured by (i) the Aircraft (or any part thereof or interest therein), or this Lease or the interest of Lessor therein; or (ii) the delivery, leasing, subleasing, possession, maintenance, modification, repair, use, operation, registration or return of the Aircraft or any part thereof or (iii) the rentals, receipts or earnings payable under this Lease or otherwise arising from the Aircraft or any part thereof or from the transactions contemplated by this Lease’ excluding, however, any impositions to the extent such impositions are (1) based on or measured by the gross or net income or capital of Lessor; (2) in the nature of franchise or conduct or business taxes imposed on Lessor; (3) in the nature of minimum taxes for tax preferences imposed on Lessor; (4) the result of Lessor’s own bankruptcy or any act on the part of Lessor in contravention of the provisions of this Lease or any failure of Lessor to observe the provisions of this Lease; (5) imposed as a result of any voluntary sale, assignment, transfer, or other disposition by Lessor of any interest in the Aircraft or the Engines unless such transfer or disposition occurs while an Event of Default by Lessee is continuing; (6) so long as no Default or Event of Default shall have occurred and be continuing, imposed with respect to acts or
