Exceptions to indemnity for TIA Liability. Lessee shall not be required to indemnify Lessor pursuant to Article 8A.l(b) for any TIA Liability that is not a result of an Operating Lease Indemnification Event or that would not have been incurred but for any of the following: (i) the gross negligence or willful misconduct of Lessor, or (ii) Lessor claiming deductions for depreciation of the Aircraft for Federal, state or local income tax purposes, or (iii) Lessor (or any Affiliate of Lessor) claiming to be the owner of the Aircraft for U.S. tax purposes, or (iv) Lessor (or any Affiliate of Lessor) claiming deductions for interest on the Loan Certificates for Federal, state or local income tax purposes, or (v) Lessor acquiring any interest in the Loan Certificates, or (vi) Lessor supplying to the Appraiser inaccurate information unless such information was obtained from Lessee, or (vii) the timing of the recognition of income under Section 467 of the Code unless such Inclusion would not have occurred but for (A) any payment of Rent on a date prior to the date on which such payment is scheduled to be due, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or (viii) the failure of the Head Lease to be a "true lease" for Federal income tax purposes or the failure of Owner Participant to be the owner of the Aircraft (including any such failure resulting from the existence of any of Xxxxxx's rights under the Operating Lease Operative Documents), unless such failure is caused by an Operating Lease Indemnification Event, or (ix) any change in or addition to the Code, any other statute relating to Federal income taxes, any treaty, any regulation, revenue ruling, revenue procedure or other administrative interpretation, or any executive order that is enacted, promulgated or issued after the Delivery Date, provided, however, that the exclusion in this clause (ix) shall not apply to any Inclusion resulting from (A) any alteration, modification, pooling, repair, addition, replacement or substitution of or to the Aircraft or any Engine, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or (x) Owner Participant's having an adjusted basis with respect to the Aircraft that is less than Lessor's Cost except to the extent resulting from an Operating Lease Indemnification Event, or (xi) any event or occurrence as a result of which Lessee is required to pay and shall have paid in full an amount calculated by reference to Agreed Value; (xii) any inaccuracy in the Appraisal unless caused by the inaccuracy of Xxxxxx's representation in Article 8A.10, or (xiii) any disposition of Lessor's interest in the Aircraft or the Operating Lease Operative Documents either voluntarily or by reason of Xxxxxx's bankruptcy or similar proceedings for the protection of debtors in which Lessor is a debtor, provided that the exclusion in this clause (xiii) shall not apply to (A) a disposition pursuant to the exercise of remedies after the occurrence and during the continuance of an Event of Default, (B) a disposition resulting from a Casualty Occurrence or (C) a disposition resulting from a substitution, replacement or pooling of the Aircraft, any Engine or any part of either thereof by Lessee or any other Lessee Related Person. (xiv) any amendment or modification of any of the Head Lease Operative Documents approved by Lessor and to which Lessee has not consented in writing unless unless (A) Lessee shall have given its prior written consent to such amendment or (B) such amendment consists of a change in the "Basic Rent" schedule of the Head Lease resulting from a suspension or reduction of Lessee's payments of Rent under this Lease that continues for a period of more than 60 days, or (C) such amendment is required by applicable Law relating to the Aircraft or any part thereof or relating to Lessee; (xv) the treatment of the Aircraft as "tax-exempt use property" by reason of Lessor's status as a "tax-exempt entity" within the meaning of Section 168(h) of the Code; (xvi) any failure of the Aircraft to be registered with the United States Federal Aviation Administration or any successor thereto by reason of the status or citizenship of Lessor; (xvii) any breach of Lessor's obligations relating to the Lessee's contest rights pursuant to Article 8A.6 hereof to the extent such failure legally precludes Lessee from contesting, or causing a contest of, an indemnified claim; (xviii) the reporting by the Owner Participant of an Inclusion on any of its Federal income tax returns, unless Xxxxxx has received a copy of the opinion of independent tax counsel described in Section 3.1 of the Tax Indemnity Agreement with respect to such Inclusion; (xix) the inaccuracy of the representation in Section 2(f) of the Tax Indemnity Agreement; (xx) the refinancing of the Loan Certificates other than a refinancing requested by Xxxxxx; or (xxi) the existence of the Assignment of Termination Agreement dated as of July 10, 1995 from Fokker Aircraft B.V. to Kreditanstalt fur Wiederaufbau.
Appears in 1 contract
Exceptions to indemnity for TIA Liability. Lessee shall not be required to indemnify Lessor pursuant to Article 8A.l(b8A.1(b) for any TIA Liability that is not a result of an Operating Lease Indemnification Event or that would not have been incurred but for any of the following:
(i) the gross negligence or willful misconduct of Lessor, or
(ii) Lessor claiming deductions for depreciation of the Aircraft for Federal, state or local income tax purposes, or
(iii) Lessor (or any Affiliate of Lessor) claiming to be the owner of the Aircraft for U.S. tax purposes, or
(iv) Lessor (or any Affiliate of Lessor) claiming deductions for interest on the Loan Certificates for Federal, state or local income tax purposes, or
(v) Lessor acquiring any interest in the Loan Certificates, or
(vi) Lessor supplying to the Appraiser inaccurate information unless such information was obtained from Lessee, or
(vii) the timing of the recognition of income under Section 467 of the Code unless such Inclusion would not have occurred but for (A) any payment of Rent on a date prior to the date on which such payment is scheduled to be due, (B) any payment by Lessee of any expenses of any Tax Indemnitee, ; or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(viii) the failure of the Head Lease to be a "true lease" for Federal income tax purposes or the failure of Owner Participant to be the owner of the Aircraft (including any such failure resulting from the existence of any of XxxxxxLessee's rights under the Operating Lease Operative Documents), unless such failure is caused by an Operating Lease Indemnification Event, or
(ix) any change in or addition to the Code, any other statute relating to Federal income taxes, any treaty, any regulation, revenue ruling, revenue procedure or other administrative interpretation, or any executive order that is enacted, promulgated or issued after the Delivery Date, provided, however, that the exclusion in this clause (ix) shall not apply to any Inclusion resulting from (A) any alteration, modification, pooling, repair, addition, replacement or substitution of or to the Aircraft or any Engine, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(x) Owner Participant's having an adjusted basis with respect to the Aircraft that is less than Lessor's Cost except to the extent resulting from an Operating Lease Indemnification Event, or
(xi) any event or occurrence as a result of which Lessee is required to pay and shall have paid in full an amount calculated by reference to Agreed Value;
(xii) any inaccuracy in the Appraisal unless caused by the inaccuracy of XxxxxxLessee's representation in Article 8A.10, or
(xiii) any disposition of Lessor's interest in the Aircraft or the Operating Lease Operative Documents either voluntarily or by reason of XxxxxxLessor's bankruptcy or similar proceedings for the protection of debtors in which Lessor is a debtor, provided that the exclusion in this clause (xiii) shall not apply to (A) a disposition pursuant to the exercise of remedies after the occurrence and during the continuance of an Event of Default, (B) a disposition resulting from a Casualty Occurrence or (C) a disposition resulting from a substitution, replacement or pooling of the Aircraft, any Engine or any part of either thereof by Lessee or any other Lessee Related Person.
(xiv) any amendment or modification of any of the Head Lease Operative Documents approved by Lessor and to which Lessee has not consented in writing unless unless (A) Lessee shall have given its prior written consent to such amendment or (B) such amendment consists of a change in the "Basic Rent" schedule of the Head Lease resulting from a suspension or reduction of Lessee's payments of Rent under this Lease that continues for a period of more than 60 days, or (C) such amendment is required by applicable Law relating to the Aircraft or any part thereof or relating to Lessee;
(xv) the treatment of the Aircraft as "tax-exempt use property" by reason of Lessor's status as a "tax-exempt entity" within the meaning of Section 168(h) of the Code;
(xvi) any failure of the Aircraft to be registered with the United States Federal Aviation Administration or any successor thereto by reason of the status or citizenship of Lessor;
(xvii) any breach of Lessor's obligations relating to the Lessee's contest rights pursuant to Article 8A.6 hereof to the extent such failure legally precludes Lessee from contesting, or causing a contest of, an indemnified claim;
(xviii) the reporting by the Owner Participant of an Inclusion on any of its Federal income tax returns, unless Xxxxxx Lessee has received a copy of the opinion of independent tax counsel described in Section 3.1 of the Tax Indemnity Agreement with respect to such Inclusion;
(xix) the inaccuracy of the representation in Section 2(f) of the Tax Indemnity Agreement;
(xx) the refinancing of the Loan Certificates other than a refinancing requested by XxxxxxLessee; or
(xxi) the existence of the Assignment of Termination Agreement dated as of July 10, 1995 from Fokker Aircraft B.V. to Kreditanstalt fur Wiederaufbau.
Appears in 1 contract
Exceptions to indemnity for TIA Liability. Lessee shall not be required to indemnify Lessor pursuant to Article 8A.l(b8A.1(b) for any TIA Liability that is not a result of an Operating Lease Indemnification Event or that would not have been incurred but for any of the following:
(i) the gross negligence or willful misconduct of Lessor, or
(ii) Lessor claiming deductions for depreciation of the Aircraft for Federal, state or local income tax purposes, or
(iii) Lessor (or any Affiliate of Lessor) claiming to be the owner of the Aircraft for U.S. tax purposes, or
(iv) Lessor (or any Affiliate of Lessor) claiming deductions for interest on the Loan Certificates for Federal, state or local income tax purposes, or
(v) Lessor acquiring any interest in the Loan Certificates, or
(vi) Lessor supplying to the Appraiser inaccurate information unless such information was obtained from Lessee, or
(vii) the timing of the recognition of income under Section 467 of the Code unless such Inclusion would not have occurred but for (A) any payment of Rent on a date prior to the date on which such payment is scheduled to be due, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(viii) the failure of the Head Lease to be a "true lease" for Federal income tax purposes or the failure of Owner Participant to be the owner of the Aircraft (including any such failure resulting from the existence of any of XxxxxxLessee's rights under the Operating Lease Operative Documents), unless such failure is caused by an Operating Lease Indemnification Event, or
(ix) any change in or addition to the Code, any other statute relating to Federal income taxes, any treaty, any regulation, revenue ruling, revenue procedure or other administrative interpretation, or any executive order that is enacted, promulgated or issued after the Delivery Date, provided, however, that the exclusion in this clause (ix) shall not apply to any Inclusion resulting from (A) any alteration, modification, pooling, repair, addition, replacement or substitution of or to the Aircraft or any Engine, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(x) Owner Participant's having an adjusted basis with respect to the Aircraft that is less than Lessor's Cost except to the extent resulting from an Operating Lease Indemnification Event, or
(xi) any event or occurrence as a result of which Lessee is required to pay and shall have paid in full an amount calculated by reference to Agreed Value;
(xii) any inaccuracy in the Appraisal unless caused by the inaccuracy of XxxxxxLessee's representation in Article 8A.10, or
(xiii) any disposition of Lessor's interest in the Aircraft or the Operating Lease Operative Documents either voluntarily or by reason of XxxxxxLessor's bankruptcy or similar proceedings for the protection of debtors in which Lessor is a debtor, provided that the exclusion in this clause (xiii) shall not apply to (A) a disposition pursuant to the exercise of remedies after the occurrence and during the continuance of an Event of Default, (B) a disposition resulting from a Casualty Occurrence or (C) a disposition resulting from a substitution, replacement or pooling of the Aircraft, any Engine or any part of either thereof by Lessee or any other Lessee Related Person.
(xiv) any amendment or modification of any of the Head Lease Operative Documents approved by Lessor and to which Lessee has not consented in writing unless unless (A) Lessee shall have given its prior written consent to such amendment or (B) such amendment consists of a change in the "Basic Rent" schedule of the Head Lease resulting from a suspension or reduction of Lessee's payments of Rent under this Lease that continues for a period of more than 60 days, or (C) such amendment is required by applicable Law relating to the Aircraft or any part thereof or relating to Lessee;
(xv) the treatment of the Aircraft as "tax-exempt use property" by reason of Lessor's status as a "tax-exempt entity" within the meaning of Section 168(h) of the Code;
(xvi) any failure of the Aircraft to be registered with the United States Federal Aviation Administration or any successor thereto by reason of the status or citizenship of Lessor;
(xvii) any breach of Lessor's obligations relating to the Lessee's contest rights pursuant to Article 8A.6 hereof to the extent such failure legally precludes Lessee from contesting, or causing a contest of, an indemnified claim;
(xviii) the reporting by the Owner Participant of an Inclusion on any of its Federal income tax returns, unless Xxxxxx Lessee has received a copy of the opinion of independent tax counsel described in Section 3.1 of the Tax Indemnity Agreement with respect to such Inclusion;
(xix) the inaccuracy of the representation in Section 2(f) of the Tax Indemnity Agreement;
(xx) the refinancing of the Loan Certificates other than a refinancing requested by XxxxxxLessee; or
(xxi) the existence of the Assignment of Termination Agreement dated as of July 10, 1995 from Fokker Aircraft B.V. to Kreditanstalt fur Wiederaufbau.
Appears in 1 contract
Exceptions to indemnity for TIA Liability. Lessee shall not be required to indemnify Lessor pursuant to Article 8A.l(b8A.1(b) for any TIA Liability that is not a result of an Operating Lease Indemnification Event or that would not have been incurred but for any of the following:
(i) the gross negligence or willful misconduct of Lessor, or
(ii) Lessor claiming deductions for depreciation of the Aircraft for Federal, state or local income tax purposes, or
(iii) Lessor (or any Affiliate of Lessor) claiming to be the owner of the Aircraft for U.S. tax purposes, or
(iv) Lessor (or any Affiliate of Lessor) claiming deductions for interest on the Loan Certificates for Federal, state or local income tax purposes, or
(v) Lessor acquiring any interest in the Loan Certificates, or
(vi) Lessor supplying to the Appraiser inaccurate information unless such information was obtained from Lessee, or
(vii) the timing of the recognition of income under Section 467 of the Code unless such Inclusion would not have occurred but for (A) any payment of Rent on a date prior to the date on which such payment is scheduled to be due, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(viii) the failure of the Head Lease to be a "true lease" for Federal income tax purposes or the failure of Owner Participant to be the owner of the Aircraft (including any such failure resulting from the existence of any of XxxxxxLessee's rights under the Operating Lease Operative Documents), unless such failure is caused by an Operating Lease Indemnification Event, or
(ix) any change in or addition to the Code, any other statute relating to Federal income taxes, any treaty, any regulation, revenue ruling, revenue procedure or other administrative interpretation, or any executive order that is enacted, promulgated or issued after the Delivery Date, provided, however, that the exclusion in this clause (ix) shall not apply to any Inclusion resulting from (A) any alteration, modification, pooling, repair, addition, replacement or substitution of or to the Aircraft or any Engine, (B) any payment by Lessee of any expenses of any Tax Indemnitee, or (C) the acquisition by Lessee or another Lessee Related Person of any interest in the Loan Certificates or any other evidence of indebtedness issued by the Head Lessor to refund or refinance the Loan Certificates in accordance with the Head Lease Operative Documents, or
(x) Owner Participant's having an adjusted basis with respect to the Aircraft that is less than Lessor's Cost except to the extent resulting from an Operating Lease Indemnification Event, or
(xi) any event or occurrence as a result of which Lessee is required to pay and shall have paid in full an amount calculated by reference to Agreed Value;
(xii) any inaccuracy in the Appraisal unless caused by the inaccuracy of XxxxxxLessee's representation in Article 8A.10, or
(xiii) any disposition of Lessor's interest in the Aircraft or the Operating Lease Operative Documents either voluntarily or by reason of XxxxxxLessor's bankruptcy or similar proceedings for the protection of debtors in which Lessor is a debtor, provided that the exclusion in this clause (xiii) shall not apply to (A) a disposition pursuant to the exercise of remedies after the occurrence and during the continuance of an Event of Default, (B) a disposition resulting from a Casualty Occurrence or (C) a disposition resulting from a substitution, replacement or pooling of the Aircraft, any Engine or any part of either thereof by Lessee or any other Lessee Related Person.
(xiv) any amendment or modification of any of the Head Lease Operative Documents approved by Lessor and to which Lessee has not consented in writing unless unless (A) Lessee shall have given its prior written consent to such amendment or (B) such amendment consists of a change in the "Basic Rent" schedule of the Head Lease resulting from a suspension or reduction of Lessee's payments of Rent under this Lease that continues for a period of more than 60 days, or (C) such amendment is required by applicable Law relating to the Aircraft or any part thereof or relating to Lessee;
(xv) the treatment of the Aircraft as "tax-exempt use property" by reason of Lessor's status as a "tax-exempt entity" within the meaning of Section 168(h) of the Code;
(xvi) any failure of the Aircraft to be registered with the United States Federal Aviation Administration or any successor thereto by reason of the status or citizenship of Lessor;
(xvii) any breach of Lessor's obligations relating to the Lessee's contest rights pursuant to Article 8A.6 hereof to the extent such failure legally precludes Lessee from contesting, or causing a contest of, an indemnified claim;
(xviii) the reporting by the Owner Participant of an Inclusion on any of its Federal income tax returns, unless Xxxxxx Lessee has received a copy of the opinion of independent tax counsel described in Section 3.1 of the Tax Indemnity Agreement with respect to such Inclusion;
(xix) the inaccuracy of the representation in Section 2(f) of the Tax Indemnity Agreement;
(xx) the refinancing of the Loan Certificates other than a refinancing requested by XxxxxxLessee; or
(xxi) the existence of the Assignment of Termination Agreement dated as of July 10, 1995 from Fokker Aircraft B.V. to Kreditanstalt fur Wiederaufbau.
Appears in 1 contract
