Exclusions from General Tax Indemnity. The provisions of Section 6(b)(i) shall not apply to:
(1) Taxes on, based on, measured by or with respect to the gross or net income, gross or net receipts, minimum or alternative taxes, tax preferences, capital, net worth, franchise or conduct of business (but not excluding sales, use, license, rental, ad valorem, value added tax (to the extent that such value added tax is not imposed as a substitute for an income tax) or property taxes) (a) imposed by the United States or by any state or local government or taxing authority or (b) imposed by any foreign government or taxing authority except where such Tax is imposed by reason of the use, location, registration, subleasing, leasing or operation of the Aircraft or the presence or activities of Lessee in such jurisdiction and exceeds the Tax that would have been imposed on the Indemnitee regardless of the use, location, registration, subleasing, leasing or operation of the Aircraft or the presence or activities of Lessee;
(2) Taxes that would not have been imposed but for a Lessor's Lien;
(3) Taxes resulting from a voluntary transfer by the Owner Participant of the Aircraft, the Trust Estate, or the Operative Documents, or any interest therein, or a transfer relating to bankruptcy or similar proceedings involving the Owner Participant;
(4) Taxes resulting from the willful misconduct or negligence of the Indemnitees;
(5) Taxes imposed with respect to any period after the expiration of the Lease or the earlier discharge in full of Lessee's obligation to pay Termination Value;
(6) Taxes imposed on any transferee (a) if such Tax would not have been imposed on the original Indemnitee, or (b) to the extent such Tax exceeds the amount of Tax that would have been imposed on the original Indemnitee;
(7) Taxes which have been included in the Lessor's Cost;
(8) Taxes imposed by a government or taxing authority of any jurisdiction that would have been imposed on the Indemnitee for activities or property in such jurisdiction unrelated to the transactions contemplated by the Operative Documents;
(9) Taxes being contested pursuant to the contest provisions contained in Section 6(b)(iv);
(10) Taxes imposed on the Owner Trustee or the Owner Participant based on, measured by or imposed with respect to any fees, commissions or compensation received by it;
(11) Taxes imposed on the Owner Participant and indemnified under the Tax Indemnity Agreement;
(12) Interest, penalties and additions to Tax to the extent imposed as a resul...
Exclusions from General Tax Indemnity. The provisions of Section 16 and Section 39(b)(1) will not apply to, and Lessee will have no responsibility under Section 16 and no liability under Section 39(b)(1) with respect to:
(i) Taxes on any Sprint Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or by any foreign or international taxing authority;
(ii) Taxes imposed by any jurisdiction on any Sprint Group Member solely as a result of its activities in such jurisdiction unrelated to the transactions contemplated by this Agreement and related documents;
(iii) Taxes on any Sprint Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee or an Affiliate under the Transaction Documents);
(iv) Taxes which are attributable to any period or circumstance occurring after the expiration or earlier termination of the Term with respect to a Site, except to the extent attributable to (I) a failure of Lessee or any of its transferees or sublessees or users of the Leased Property (other than Lessor or Sprint or its Affiliates) to fully discharge its obligations under this Agreement and related documents, (II) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Term with respect to a Site and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination, (III) the entry into a New Lease under Section 40 of this Agreement; or (IV) any severance of this Agreement under Section 41;
(v) any Tax that is being contested in accordance with the provisions of Section 39(d) during the pendency of such contest, but only for so long as such contest is continuing i...
Exclusions from General Tax Indemnity. (a) shall not apply to:
Exclusions from General Tax Indemnity. Section 7.4(a) shall not apply to:
(i) Taxes on, based on, or measured by or with respect to net income of the Lessor, the Agent and the Lenders (including, without limitation, minimum Taxes, capital gains Taxes, Taxes on or measured by items of tax preference or alternative minimum Taxes) other than (A) any such Taxes that are, or are in the nature of, sales, use, license, rental or property Taxes, and (B) withholding Taxes imposed by the United States or any state in which Leased Property is located (i) on payments with respect to the Notes, to the extent imposed by reason of a change in Applicable Law occurring after the Initial Closing Date or (ii) on Rent, to the extent the net payment of Rent after deduction of such withholding Taxes would be less than amounts currently payable with respect to the Funded Amounts;
(ii) Taxes on doing business and business privilege, franchise, capital, capital stock, net worth, gross receipts or similar Taxes, other than (A) any increase in such Taxes imposed on such Tax Indemnitee by any state in which Leased Property is located, net of any decrease in such taxes realized by such Tax Indemnitee, to the extent that such tax increase would not have occurred if on each Funding Date the Lessor and the Lenders had advanced funds to a Lessee or the Construction Agent in the form of loans secured by the Leased Property in an amount equal to the Funded Amounts funded on such Funding Date, with debt service for such loans equal to the Basic Rent payable on each Payment Date and a principal balance at the maturity of such loans in a total amount equal to the Funded Amounts at the end of the Lease Term, or (B) any Taxes that are or are in the nature of sales, use, rental, license or property Taxes relating to any Leased Property;
(iii) Taxes that are based on, or measured by, the fees or other compensation received by a Person acting as Agent (in its individual capacities) or any Affiliate of any thereof for acting as trustee under the Loan Agreement;
(iv) Taxes that result from any act, event or omission, or are attributable to any period of time, that occurs after the earlier of (A) the expiration of the Lease Term with respect to any Leased Property and, if such Leased Property is required to be returned to the Lessor in accordance with the Lease, such return and (B) the discharge in full of the Lessees' obligations to pay the Lease Balance, or any amount determined by reference thereto, with respect to any Leased Property a...
Exclusions from General Tax Indemnity. The provisions of subsection 16(a) shall not apply to a Tax Indemnified Party in the case of:
(i) Taxes that are imposed on or measured by the net income, excess profits, receipts (other than any excise or gross receipts tax imposed by the State of Hawaii), franchises, capital or conduct of business of such Tax Indemnified Party, other than any such taxes which are imposed in lieu of any sales, use or value added taxes;
(ii) any other Taxes based on, or measured by, the net income of such Tax Indemnified Party (other than (x) Taxes which are, or are in the nature of, sales, use or rental taxes or (y) Taxes imposed by any Taxing Authority (other than a taxing authority for the jurisdiction in which such Tax Indemnified Party is doing business) as a result of a nexus between the jurisdiction of the Taxing Authority and any Item of Equipment or any Part or any part or the activities in the jurisdiction of the Taxing Authority of Lessee, any sublessee or any other user of the Aircraft (other than such Tax Indemnified Party or any Affiliate thereof) or any Affiliate of any of the foregoing);
(iii) Taxes that are imposed as a result of (y) any voluntary sale, assignment, transfer or other disposition by such Tax Indemnified Party of any interest of such Tax Indemnified Party in the Aircraft, the Airframe, any Serviced Engine, any Part, or any interest therein, unless such sale, assignment, transfer or disposition results from (1) action taken by or on behalf of such Tax Indemnified Party as provided in or permitted by this Lease in connection with or by reason of any Lessee Event of Default that has occurred and is continuing or any exercise by the Lessor of any of its remedies in connection with any such Lessee Event of Default as provided in or permitted by the Lease, or (2) any replacement or substitution by the Lessee of any Engine or any Part; or (z) any involuntary transfer of any of the foregoing interests in connection with any bankruptcy or other proceeding for the relief of debtors in which such Tax Indemnified Party is the debtor or any foreclosure by a creditor of such Tax Indemnified Party;
(iv) Taxes in the nature of penalties, additions to tax, interest or fines resulting directly from the negligence of the Tax Indemnified Party in connection with the preparation or filing of any tax return unless such Tax Indemnified Party files any tax return in a manner requested by Lessee, required to be filed by such Tax Indemnified Party without regard to th...
Exclusions from General Tax Indemnity. The provisions of Section 22 and Section 34(b)(i) shall not apply to, and Tower Operator shall have no responsibility under Section 22 and no liability under Section 34(b)(i) with respect to:
Exclusions from General Tax Indemnity. Section 7.4(a) shall not apply to:
(i) Taxes on, based on, or measured by or with respect to net income of the Lessor and the Lender (including, without limitation, minimum Taxes, capital gains Taxes, Taxes on or measured by items of tax preference or alternative minimum Taxes) other than (A) any such Taxes that are, or are in the nature of, sales, use, license, rental or property Taxes, (B) withholding Taxes imposed by the United States or any state in which Leased Property is located (i) on payments with respect to the Notes, to the extent imposed by reason of a change in Applicable Law occurring after the date on which the holder of such Note became the holder of such Note or (ii) on Rent, to the extent the net payment of Rent after deduction of such withholding Taxes would be less than amounts currently payable with respect to the Funded Amounts and (C) Taxes relating to activities of the Lessor prior to the Closing Date;
(ii) Taxes on, based on, or in the nature of or measured by Taxes on doing business, business privilege, franchise, capital, capital stock, net worth, or mercantile license or similar taxes other than (A) any increase in such Taxes imposed on such Tax Indemnitee by any state in which the Leased Property is located, net of any decrease in such taxes realized by such Tax Indemnitee, to the extent that such tax increase would not have occurred if on the Closing Date the Lessor and the Lender had advanced funds to the Lessee in the form of loans secured by the Leased Property in an amount equal to the Funded Amounts funded on such Funding Date, with debt service for such loans equal to the Basic Rent payable on each Payment Date and a principal balance at the maturity of such loans in a total amount equal to the Funded Amounts at the end of the Lease Term, or (B) any Taxes that are or are in the nature of sales, use, rental, license or property Taxes;
(iii) Taxes that are based on, or measured by, the fees or other compensation received by a Person acting as Agent (in its individual capacities) or any Affiliate of any thereof for acting as trustee under the Loan Agreement;
(iv) Taxes that result from any act, event or omission, or are attributable to any period of time, that occurs after the earliest of (A) the expiration of the Lease Term and, if the Leased Property is required to be returned to the Lessor in accordance with the Lease, such return and (B) the discharge in full of the Lessee's obligations to pay the Lease Balance, or any ...
Exclusions from General Tax Indemnity. The provisions of Section 39(b)(1) shall not apply to, and TowerCo shall have no liability under Section 39(b)(1) with respect to:
Exclusions from General Tax Indemnity. Section 8.1 shall not apply to:
(a) Taxes on, based on, or measured by or with respect to the net income of an Indemnitee (including minimum Taxes, capital gains Taxes, Taxes on or measured by items of tax preference or alternative minimum Taxes) other than (A) any such Taxes that are, or are in the nature of, sales, use, rental (other than Taxes imposed on net rental income) or property Taxes, (B) withholding Taxes imposed by the United States or Mississippi (I) on payments with respect to the Notes, or (II) on Rent, to the extent the net payment of Rent after deduction of such withholding Taxes would be less than amounts currently payable with respect to the Notes and (C) any such Taxes imposed on such Indemnitee by any state (other than Mississippi) or local taxing authority in such state to the extent such Taxes are imposed as a result of any Lessee moving the Leased Property or any part thereof to such state;
(b) Taxes that are based on, measured by or imposed with respect to the fees or other compensation received by a Person acting as Trustee or Administrative Agent (in their respective individual capacities) or any Affiliate of any thereof for acting as trustees under the Trust Agreement or the Loan Agreement, respectively;
(c) Taxes that result from any act, event or omission, or are attributable to any period of time, that occurs after the earliest of (A) the expiration of the Lease Term with respect to the Leased Property and, if the Leased Property is required to be returned to Trustee in accordance with the Master Lease, such return and (B) the discharge in full of Lessees' obligations to pay the Lease Balance, or any amount determined by reference thereto, with respect to the Leased Property and all other amounts due under the Master Lease and other Operative Documents, unless such Taxes (and interest, penalties and late charges related thereto) relate to acts, events or matters occurring prior to the earliest of such times or are imposed on or with respect to any payments due or actions required under the Operative Documents after such expiration or discharge; or
(d) Taxes imposed on an Indemnitee that result from any voluntary sale, assignment, transfer or other disposition by such Indemnitee or any related Indemnitee of any interest in the Leased Property or any part thereof, or any interest therein or any interest or obligation arising under the Operative Documents or any Notes, or from any sale, assignment, transfer or other disposition ...
Exclusions from General Tax Indemnity. Notwithstanding anything to the contrary in Article 8.2, 8.3 or 8.4.1, Lessee shall not be liable to indemnify an Indemnitee for or in respect of any of the following:
(i) United States federal income taxes based on or measured by the net income or gross receipts of such Indemnitee, or taxes in lieu thereof (including minimum taxes and taxes on or measured by any item of tax preference),
(ii) income, business or franchise taxes imposed by any jurisdiction in which such Indemnitee has its principal place of business or is otherwise subject to such tax as a result of business transactions or other presence unrelated to the transactions contemplated by this Lease, except to the extent such taxes, fees, or other charges are imposed solely as a result of: (A) the use, operation, location or registration of any Equipment in such jurisdiction, (B) the place of incorporation, commercial domicile, or other presence in such jurisdiction of Lessee, any sublessee or any user of or person in possession of the Aircraft, the Airframe, any Engine, any Part, or any part of any of the foregoing, or (C) any payments made under this Lease or related documents being made from such jurisdiction,
(iii) any taxes, fees, or other charges imposed upon such Indemnitee who is a successor by merger, acquisition, spinoff, assignment (pursuant to Article 17.7 hereof), divestiture or similar transaction to an Indemnitee existing on the Delivery Date, to the extent that such taxes, fees or other charges exceed the taxes, fees or other charges that would have been imposed on the original Indemnitee; or
(iv) any taxes, fees, or other charges imposed as the result of the voluntary or involuntary sale, transfer, assignment, novation or other disposition by an Indemnitee of all or a portion of its interest in this Lease or any Item of Equipment or any legal or beneficial ownership of any Person that holds a direct or indirect interest in this Lease or any Item of Equipment, unless such sale, transfer, assignment, novation or other disposition occurs following the occurrence and during the continuance of an Event of Default or Event of Loss, and in any event only to the extent such taxes, fees, or other charges are in excess of the taxes, fees, or other charges that would have been imposed had there been no such sale, transfer, assignment, novation or other disposition. *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC
