Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Extension Request. See §2.12(a)(i).
Excluded Taxes. The indemnity provided for in paragraph (a) above shall not extend to any of the following Taxes (the “Excluded Taxes”):
(i) Taxes imposed on, based on or measured by gross or net income or receipts or capital or net worth (other than sales, use, property, ad valorem, rental, stamp, transfer, excise, license and value added taxes, and other than franchise tax imposed by the State of Illinois upon the Owner Participant, the Owner Lessor or their respective Affiliates under the Business Corporation Act of 1983, as amended, or any successor legislation thereto);
(ii) Taxes attributable to any period after expiration or other termination of the Facility Lease and, where required by the Facility Lease, return of the Facility to the Owner Lessor or its designee in accordance with the Facility Lease (or, in the case of the Lease Indenture Trustee, after the repayment of the Lessor Notes);
(iii) Taxes imposed on a Tax Indemnitee attributable to the gross negligence or willful misconduct of such Tax Indemnitee or any Related Party of such Tax Indemnitee;
(iv) Taxes in the nature of capital gain, accumulated earnings, personal holding company, excess profits, succession or estate, minimum, alternative minimum, preference, franchise, conduct of business and other similar taxes (other than franchise tax imposed by the State of Illinois upon the Owner Participant, the Owner Lessor or their respective Affiliates under the Business Corporation Act of 1983, as amended, or any successor legislation thereto);
(v) Taxes imposed on a Tax Indemnitee that arise out of, or are caused by, any act or omission of such Tax Indemnitee (or any Related Party thereof) that is expressly prohibited by any Operative Document or by a breach by such Tax Indemnitee (or any Related Party thereof) of any of its representations, warranties or covenants under any Operative Document;
(vi) Taxes arising out of, or caused by, any voluntary assignment, sale, transfer or other voluntary disposition, or any involuntary transfer or disposition resulting from a bankruptcy or similar proceeding for relief of debtors in which such Tax Indemnitee is a debtor, by (or a foreclosure by a creditor of) (A) the Owner Participant of any of its Beneficial Interest, (B) the Owner Lessor of all or any of its interest in the Facility or the Facility Site, or (C) the Lease Indenture Trustee of any interest in the Lessor Notes or the Indenture Estate unless (i) such transfer or disposition occurs during the continuance ...
Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Eurocurrency Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §5.12.5(b), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under §5.11), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Eurocurrency Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §5.12.5(b), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Eurocurrency Lending Office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to §5.12.1(b) or §5.12.3, and (e) in the case of a Foreign Lender, taxes imposed on any “withholdable payment” as a result of the failure of such recipient of such payment to satisfy the applicable requirements as set forth in FATCA. Existing Credit Agreement. As defined in the preamble hereto. Existing Maturity Date. See §3.4(a).
Excluded Taxes. The term “Excluded Taxes” shall have the meaning specified in Section 10.5(a).
Excluded Taxes. Except as otherwise provided herein, Buyer shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.
Excluded Taxes. For the avoidance of doubt, Borrower shall not be required to pay any additional amount or make any payment under this Agreement or under any other Loan Document with respect to Taxes if such Taxes are Excluded Taxes.
Excluded Taxes. See §6.3.2.
Excluded Taxes. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
Excluded Taxes. There shall be no indemnification under paragraph (a) above for any of the following Taxes (the “Excluded Taxes”):
(i) United States federal income Taxes imposed under Subtitle A of the Code (including minimum taxes).
(ii) Taxes, including franchise Taxes, which are based on or measured by the net or gross income, capital or net worth, net or gross receipts, excess profits, capital gain or conduct of business (including minimum taxes) (other than Taxes that are, or are in the nature of, sales, use, value-added, property, ad valorem, rental, stamp, transfer, excise or license Taxes) (“Income Taxes”) imposed by (i) the Commonwealth of Pennsylvania (or any local jurisdiction or taxing authority located therein), (ii) any foreign government or any foreign taxing authority, (iii) a taxing authority in any jurisdiction in which the Tax Indemnitee is organized, incorporated or has its principal place of business or is otherwise subject to Income Taxes as a result of income, assets or activities that are unrelated to the Transactions, and (iv) any other government or taxing authority, in each case other than Income Taxes imposed as a result of (A) the location, or the use or operation by a Lessee Person, of the Undivided Interest, the Facility Site, the Ancillary Facilities or the Facility, or the recording or registration of any Tax Indemnitee’s interest in any of the foregoing, in the jurisdiction imposing such Tax, (B) the execution or delivery of any Operative Document in such jurisdiction, (C) the identity, organization, incorporation, activities or presence of a Lessee Person or (D) the making of any payment under the Operative Documents by or on behalf of the Lessee or any related person (collectively, a “Lessee Nexus”).
(iii) Taxes imposed with respect to a period or event occurring after the expiration or earlier termination of the Facility Lease and, if applicable, the return of the use and possession of the Facility Site and the Undivided Interest in accordance with the requirements of the Facility Lease and the Site Sublease, other than Taxes (i) relating to or arising from events occurring prior to, or simultaneously with, such events or (ii) imposed with respect to any payments due under the Operative Documents.
(iv) Taxes based on or measured by the fees or other compensation of the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Account Bank in connection with the Transactions.
(v) Taxes imposed on a Tax Indemnitee (i) result...
Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under §18.9) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.4(b), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.4(c) or (d), and (d) any U.S. United States federal withholding Taxes imposed under FATCA.
