Change in Circumstances; Mitigation. If Lessee incurs an indemnity liability under Section 21.1(a) or 21.1(c) or if it becomes reasonably foreseeable that Lessee would (but for this Section 21.9) incur an indemnity liability under Section 21.1(a) or 21.1(c), then if requested by Lessee in writing, Lessor shall consult with Lessee in good faith with a view to restructuring the transactions contemplated in this Lease so that the indemnity liability can be avoided or minimized, provided that no Indemnitee shall have any obligation to take any action pursuant to this Section 21.9 if such Indemnitee determines in good faith that taking such action may result in a material economic, legal or regulatory disadvantage to such Indemnitee. Lessee shall pay the costs and expenses incurred by Lessor or any other Indemnitee (as invoiced by Lessor or such other Indemnitee to Lessee and supported by evidence of such cost reasonably acceptable to Lessee), in connection with the consideration, negotiation, documentation, or closing of any restructuring requested by Lessee pursuant to this Section 21.9.
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Change in Circumstances; Mitigation. If Lessee incurs an indemnity liability under Section 21.1(a) or 21.1(c) or if it becomes reasonably foreseeable that Lessee would (but for this Section 21.9) incur an indemnity liability under Section 21.1(a) or 21.1(c), then if requested by Lessee in writing, Lessor shall consult with Lessee in good faith with a view to restructuring the transactions contemplated in this Lease so that the indemnity liability can be avoided or minimized, provided that no Indemnitee shall have any obligation to take any action pursuant to this Section 21.9 if such Indemnitee determines in good faith that taking such action may result in a material economic, legal or regulatory disadvantage to such Indemnitee or any material reputational risk for such Indemnitee. Lessee shall pay the costs and expenses incurred by Lessor or any other Indemnitee (as invoiced by Lessor or such other Indemnitee to Lessee and supported by evidence of such cost reasonably acceptable to Lessee), in connection with the consideration, negotiation, documentation, or closing of any restructuring requested by Lessee pursuant to this Section 21.9.
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Change in Circumstances; Mitigation. If Lessee incurs an indemnity liability under Section 21.1(a) or 21.1(c) or if it becomes reasonably foreseeable that Lessee would (but for this Section 21.9) incur an indemnity liability under Section 21.1(a) or 21.1(c), then if requested by Lessee in writing, Lessor shall consult with Lessee in good faith with a view to restructuring the transactions contemplated in this Lease so that the indemnity liability can be avoided or minimized, provided that no Indemnitee shall have any obligation to take any action pursuant to this Section 21.9 if such Indemnitee determines in good faith that taking such action may result in a material economic, legal or regulatory disadvantage to such Indemnitee or any material reputational risk for such Indemnitee. Lessee shall pay the costs and expenses incurred by Lessor or any other Indemnitee (as invoiced by Lessor or such other Indemnitee to Lessee and supported by evidence of such cost reasonably acceptable to Lessee), in connection with the consideration, negotiation, documentation, or closing of any restructuring requested by Lessee pursuant to this Section 21.9.. 68 ARTICLE 21 TAXES; TAX INDEMNITY
Appears in 1 contract
Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)