Common use of Exceptions to Indemnity Clause in Contracts

Exceptions to Indemnity. The indemnity provided in Article 15.1 does not extend to any of the following Taxes: (a) Imposed by the U.S. (including without limitation any taxes collected by withholding) or any state or local government or governmental subdivision or state or local taxing authority in the U.S. (including any possession or territory of the U.S.) or by any foreign government, taxing authority or governmental subdivision of a foreign country which are based on, or measured by, the receipts, gross or net income, capital, net worth, franchises, excess profits, or conduct of business (including minimum taxes, withholding taxes and taxes on or measured by any items of tax preference) of LESSOR, except to the extent that such Tax would not have been imposed on or payable by LESSOR but for the location, use, registration or operation of the Aircraft or any part thereof, or any place of business or any activity of LESSEE in the jurisdiction imposing such Tax. (b) Imposed as a result of LESSOR's transfer, mortgage, pledge, financing or other disposition by LESSOR of all or a portion of its interest in the Aircraft or this Lease except a transfer or sale resulting from an exercise of remedies pursuant to Article 25.3 hereunder or in connection with a termination of the Lease pursuant to Article 18 hereof. (c) Attributable to the period prior to the Delivery Date or after return of the Aircraft to LESSOR in accordance with this Lease. (d) Attributable to LESSOR's gross negligence, willful misconduct or breach of this Lease.