Common use of Exclusions from Indemnity Clause in Contracts

Exclusions from Indemnity. The provisions of this Section 2.13 shall not apply to: (i) Excluded Taxes; (ii) Taxes caused by a breach by such Indemnitee of any covenant or the inaccuracy or falsity of any representation or warranty made by such Indemnitee in the Basic Agreements; (iii) Taxes caused by the gross negligence or willful misconduct of the Indemnitee; (iv) penalties, additions to Taxes, charges or interest to the extent arising out of the failure of the Indemnitee to pay Taxes (other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth in Section 2.9 or 2.13(c)) to the extent such Indemnitee is legally able to provide such report, return or statement; (v) Taxes imposed on an Indemnitee arising out of the assignment, sale or other transfer of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower); (vi) Taxes imposed on any assignee, purchaser or transferee of a Loan or a portion thereof (other than any assignee, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made; (vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to the transactions contemplated by the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft or any part thereof; (viii) any Tax that is imposed on or with respect to any event or period occurring after the irrevocable payment in full of all amounts payable to the Lenders pursuant to the Basic Agreements and the release of the Security Interests created by the Security Documents; (ix) any Tax imposed by withholding, which Taxes shall be governed by Section 2.9; (x) any Expense for which such Lender has been indemnified by the Lessee pursuant to Clause 19 of the Lease (or any subsequent Lease pursuant to similar provisions); and (xi) any Tax imposed under FATCA.

Exclusions from Indemnity. The In executing this Agreement, Indemnitee acknowledges that he was advised by tax counsel satisfactory to him that entering into the Original Transaction did not cause Indemnitee to recognize taxable income or gain and that he agreed to proceed in reliance on this advice and will have no claim against Prime under the terms of this Agreement if he recognizes taxable income or gain as a result of entering into the Original Transaction. Furthermore, notwithstanding the provisions of this Section 2.13 Paragraph 4, but subject to Paragraph 10, Prime shall not apply tohave no obligation to make an indemnity payment or provide the Indemnification Security to Indemnitee if Indemnitee recognizes taxable income or gain as a result of: (i) Excluded TaxesThe allocations of income, gain, loss, deduction and credit set forth in the CTA Agreement not being respected under Sections 704(b) and 704(c) of the Code, except as a result of the exercise of discretion by General Partner; (iiA) Taxes caused by Any change in, or amendment to, the Code or any other federal tax statute, which is effective on or after the date of the Original Agreement, (B) any final or temporary Regulation, which is enacted or adopted after the date of the Original Agreement, or (C) any court decision (other than a breach by such decision to which CTA, Indemnitee or any Affiliate thereof is a party) issued after the date of any covenant or the inaccuracy or falsity of any representation or warranty made by such Indemnitee in the Basic AgreementsOriginal Agreement; (iii) Taxes caused by the gross negligence A voluntary or willful misconduct of the Indemnitee; (iv) penaltiesinvoluntary sale, additions to Taxes, charges or interest to the extent arising out of the failure of the Indemnitee to pay Taxes (other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth in Section 2.9 or 2.13(c)) to the extent such Indemnitee is legally able to provide such report, return or statement; (v) Taxes imposed on an Indemnitee arising out of the assignment, sale transfer or other transfer disposition by Indemnitee of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower); (vi) Taxes imposed on any assignee, purchaser or transferee of a Loan or a portion thereof (other than any assignee, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made; (vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to the transactions contemplated by the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft CTA or any part thereof; (iv) The failure of Indemnitee to take timely action or follow the proper procedures in reporting his distributive share from CTA or contesting a claim made by the Internal Revenue Service in accordance with applicable law and Regulations; (v) The gross negligence or the willful misconduct of Indemnitee or any Affiliate thereof; (vi) Any guarantee by Indemnitee or a person related to Indemnitee of the Junior Loan, the Senior Loan or any other debt of CTA or its Affiliates; (vii) Any recapture of CTA losses or items of deduction or loss that were allocated to Indemnitee after the closing of the Original Transaction; (viii) Any acts by any Tax that is imposed relative of Indemnitee on behalf of Prime or with respect to any event Affiliate thereof beyond his or period occurring after the irrevocable payment in full of all amounts payable to the Lenders pursuant to the Basic Agreements and the release of the Security Interests created by the Security Documentsher actual authority; (ix) Any bad debt deduction claimed by Prime with respect to the Junior Loan pursuant to Code Section 166 at any Tax imposed by withholding, which Taxes shall be governed by Section 2.9time after 1997; (x) any Expense Any failure by Prime to recognize as gross income for which income tax purposes the amounts referred to as "Contingent Interest" in the 1997 Promissory Note dated December 12, 1997, evidencing the Junior Loan (the "Note"), as such Lender has been indemnified by amounts accrue under the Lessee pursuant to Clause 19 terms of the Lease (or any subsequent Lease pursuant to similar provisions)Note; andor (xi) any Tax imposed under FATCAAny exercise of right of partition in respect of the Real Estate by Indemnitee or Indemnitee's Designee (as defined below) without the prior consent of Prime.

Exclusions from Indemnity. The provisions of this Section 2.13 section 9.02 (a) shall not apply to: (i) Excluded TaxesTaxes (other than sales, use or rental taxes imposed as a result of any Indemnitee's interest in any Equipment Portion or the Basic Documents) which are United States federal net income taxes; (ii) Taxes caused (other than sales, use or rental taxes imposed as a result of any Indemnitee's interest in any Equipment Portion or the Basic Documents) which are net income, capital, net worth, franchise, or similar conduct of business taxes which are imposed on an Indemnitee by a breach by the state or local government or taxing authority in which such Indemnitee of conducts any covenant or business other than the inaccuracy or falsity of any representation or warranty made by such Indemnitee transactions contemplated in the Basic AgreementsDocuments; (iii) Taxes caused (other than sales, use or rental taxes imposed as a result of any Indemnitee's interest in any Equipment Portion of the Basic Documents) which are imposed by any foreign government or taxing authority upon an Indemnitee if such Indemnitee is otherwise subject to such taxes in such jurisdiction as a result of activities or transactions unrelated to those contemplated by the gross negligence or willful misconduct of the IndemniteeBasic Documents; (iv) penalties, additions to Taxes, charges or interest to the extent arising out of the failure of any Tax imposed on the Indemnitee to pay Taxes (as a result of a transfer or other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid disposition, by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth or any of its predecessors in Section 2.9 interest, of any interest in the Aircraft or 2.13(c)) to any Basic Document, unless such transfer or disposition occurs after the extent such Indemnitee is legally able to provide such report, return occurrence of an Event of Default or statementat the request of Borrower; (v) Taxes imposed on an Indemnitee arising out as a direct and primary result of the assignment, sale such Indemnitee's gross negligence or other transfer of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower)willful misconduct; (vi) Taxes any Tax based on or measured by the value of such Indemnitee's interest in any Basic Document (except for any such Tax (1) imposed on any assigneewithout regard to the existence or extent of the Indemnitee's presence or activities, purchaser or transferee the presence of a Loan or a portion thereof (other than any assigneeNote, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made; (vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to Tax or (2) imposed solely as a result of the transactions contemplated by Indemnitee's execution of, or enforcement of rights under, the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft or any part thereof; (viii) any Tax that is imposed on or with respect to any event or period occurring after the irrevocable payment in full of all amounts payable to the Lenders pursuant to the Basic Agreements and the release of the Security Interests created by the Security Documents; (ix) any Tax imposed by withholding, which Taxes shall be governed by Section 2.9; (x) any Expense for which such Lender has been indemnified by the Lessee pursuant to Clause 19 of the Lease (or any subsequent Lease pursuant to similar provisions); and (xi) any Tax imposed under FATCA.or

Exclusions from Indemnity. The In executing this Agreement, Casati and Heise acknowledge that they have xxxx advised by tax counsel satisfactory to them that entering into the transactions described in Paragraph 2 do not cause Casati or Heise to recognize taxable income xx xxin and that they have agreed to proceed in reliance on this advice and will have no claim against Prime under the terms of this Agreement if Casati or Heise does recognize taxable incoxx xx gain as a result of entering into these transactions. Furthermore, notwithstanding the provisions of this Section 2.13 Paragraph 4, but subject to Paragraph 10, Prime shall not apply tohave no obligation to make an indemnity payment or provide the Indemnification Security to an Indemnitee if such Indemnitee recognizes taxable income or gain as a result of: (i) Excluded TaxesThe allocations of income, gain, loss, deduction and credit set forth in the CTA Agreement not being respected under Sections 704(b) and 704(c) of the Code, except as a result of the exercise of discretion by the New General Partner; (iiA) Taxes caused by Any change in, or amendment to, the Code or any other federal tax statute, which is effective on or after the date of this Agreement, (B) any final or temporary Regulation, which is enacted or adopted after the date of this Agreement, or (C) any court decision (other than a breach decision to which CTA, an Indemnitee or any Affiliate thereof is a party) issued after the date of this Agreement; (iii) A voluntary or involuntary sale, assignment, transfer or other disposition by such Indemnitee of any covenant or the inaccuracy or falsity of any representation or warranty made by such Indemnitee in the Basic Agreements; (iii) Taxes caused by the gross negligence or willful misconduct of the Indemnitee; (iv) penalties, additions to Taxes, charges or interest to the extent arising out of the failure of the Indemnitee to pay Taxes (other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth in Section 2.9 or 2.13(c)) to the extent such Indemnitee is legally able to provide such report, return or statement; (v) Taxes imposed on an Indemnitee arising out of the assignment, sale or other transfer of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower); (vi) Taxes imposed on any assignee, purchaser or transferee of a Loan or a portion thereof (other than any assignee, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made; (vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to the transactions contemplated by the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft CTA or any part thereof; (iv) The failure of such Indemnitee to take timely action or follow the proper procedures in reporting his distributive share from CTA or contesting a claim made by the Internal Revenue Service in accordance with applicable law and Regulations; (v) The gross negligence or the willful misconduct of such Indemnitee or any Affiliate thereof; (vi) Any guarantee by such Indemnitee or a person related to such Indemnitee of the Loan or any other debt of CTA or its Affiliates; (vii) Any recapture of CTA losses or items of deduction or loss that were allocated to such Indemnitee after the closing of the Basic Transaction; (viii) Any acts by any Tax that is imposed relative of such Indemnitee on behalf of Prime or with respect to any event Affiliate thereof beyond his or period occurring after the irrevocable payment in full of all amounts payable to the Lenders pursuant to the Basic Agreements and the release of the Security Interests created by the Security Documentsher actual authority; (ix) Any bad debt deduction claimed by Prime with respect to the Loan pursuant to Code Section 166 at any Tax imposed by withholding, which Taxes shall be governed by Section 2.9;time after 1997; or (x) any Expense Any failure by Prime to recognize as gross income for which income tax purposes the amounts referred to as "Contingent Interest" in the 1997 Promissory Note dated December 12, 1997, evidencing the Loan (the "Note"), as such Lender has been indemnified by amounts accrue under the Lessee pursuant to Clause 19 terms of the Lease (or any subsequent Lease pursuant to similar provisions); and (xi) any Tax imposed under FATCANote.

Exclusions from Indemnity. The In executing this Agreement, Casati and Xxxxx acknowledge that they have been advised by tax counsel satisfactory to them that entering into the transactions described in Paragraph 2 do not cause Casati or Xxxxx to recognize taxable income or gain and that they have agreed to proceed in reliance on this advice and will have no claim against Prime under the terms of this Agreement if Casati or Xxxxx does recognize taxable income or gain as a result of entering into these transactions. Furthermore, notwithstanding the provisions of this Section 2.13 Paragraph 4, but subject to Paragraph 10, Prime shall not apply tohave no obligation to make an indemnity payment or provide the Indemnification Security to an Indemnitee if such Indemnitee recognizes taxable income or gain as a result of: (i) Excluded TaxesThe allocations of income, gain, loss, deduction and credit set forth in the CTA Agreement not being respected under Sections 704(b) and 704(c) of the Code, except as a result of the exercise of discretion by the New General Partner; (iiA) Taxes caused by Any change in, or amendment to, the Code or any other federal tax statute, which is effective on or after the date of this Agreement, (B) any final or temporary Regulation, which is enacted or adopted after the date of this Agreement, or (C) any court decision (other than a breach decision to which CTA, an Indemnitee or any Affiliate thereof is a party) issued after the date of this Agreement; (iii) A voluntary or involuntary sale, assignment, transfer or other disposition by such Indemnitee of any covenant or the inaccuracy or falsity of any representation or warranty made by such Indemnitee in the Basic Agreements; (iii) Taxes caused by the gross negligence or willful misconduct of the Indemnitee; (iv) penalties, additions to Taxes, charges or interest to the extent arising out of the failure of the Indemnitee to pay Taxes (other than Taxes which the Borrower is obligated to pay pursuant to Section 2.9 or this Section 2.13 and not paid by the Borrower in accordance with such sections) or file any required report, return or statement (other than any report, return or statement as to which the Borrower has breached its obligations to such Indemnitee set forth in Section 2.9 or 2.13(c)) to the extent such Indemnitee is legally able to provide such report, return or statement; (v) Taxes imposed on an Indemnitee arising out of the assignment, sale or other transfer of the Loan or any part thereof by such Indemnitee (other than any assignment, sale or other transfer while an Event of Default is continuing or made pursuant to Section 2.8 or otherwise at the written request of the Borrower); (vi) Taxes imposed on any assignee, purchaser or transferee of a Loan or a portion thereof (other than any assignee, purchaser or transferee that acquires its interest in a Loan while an Event of Default is continuing) under applicable law in effect on the date of the assignment, sale or transfer to the extent that such Taxes are in excess of the Taxes (as determined at the time of such assignment, sale or other transfer) that would have been imposed on the assignor, seller or transferor under applicable law in effect on the date of such assignment, sale or transfer if such assignment, sale or other transfer had not been made; (vii) Taxes imposed as a result of activities of the Indemnitee in the jurisdiction imposing such Taxes that are unrelated to the transactions contemplated by the Basic Agreements and that do not result from (A) any Borrower Person or Lessee Person being organized or conducting activities in, or having any other present or former connection with, the jurisdiction imposing such Taxes or (B) the location or use in that jurisdiction of the Aircraft CTA or any part thereof; (iv) The failure of such Indemnitee to take timely action or follow the proper procedures in reporting his distributive share from CTA or contesting a claim made by the Internal Revenue Service in accordance with applicable law and Regulations; (v) The gross negligence or the willful misconduct of such Indemnitee or any Affiliate thereof; (vi) Any guarantee by such Indemnitee or a person related to such Indemnitee of the Loan or any other debt of CTA or its Affiliates; (vii) Any recapture of CTA losses or items of deduction or loss that were allocated to such Indemnitee after the closing of the Basic Transaction; (viii) Any acts by any Tax that is imposed relative of such Indemnitee on behalf of Prime or with respect to any event Affiliate thereof beyond his or period occurring after the irrevocable payment in full of all amounts payable to the Lenders pursuant to the Basic Agreements and the release of the Security Interests created by the Security Documentsher actual authority; (ix) Any bad debt deduction claimed by Prime with respect to the Loan pursuant to Code Section 166 at any Tax imposed by withholding, which Taxes shall be governed by Section 2.9;time after 1997; or (x) any Expense Any failure by Prime to recognize as gross income for which income tax purposes the amounts referred to as "Contingent Interest" in the 1997 Promissory Note dated December 12, 1997, evidencing the Loan (the "Note"), as such Lender has been indemnified by amounts accrue under the Lessee pursuant to Clause 19 terms of the Lease (or any subsequent Lease pursuant to similar provisions); and (xi) any Tax imposed under FATCANote.