Common use of Exclusions from Taxes and Impositions Clause in Contracts

Exclusions from Taxes and Impositions. Notwithstanding the foregoing and for the avoidance of doubt, in no event will Tenant be required to pay, assume liability for, indemnify, hold harmless or defend each Landlord Indemnified Party from and against, and the terms “Taxes” and “Impositions” shall exclude, any and all of the following (collectively, the “Excluded Matters”): (a) net income taxes (however denominated), gross receipts, net receipts or gross income taxes (however denominated, including Taxes that are imposed in lieu of net or gross receipts or income taxes) or franchise taxes of Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender; and (b) any Tax imposed with respect to the sale, exchange or other disposition by Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender in whole or in part, of (i) the Leased Property, (ii) Landlord’s interest in this Lease or (iii) any Equity Investor Interest; and (c) Taxes on, or with respect to or measured by the capital or net worth of Landlord, any Equity Investor or any Affiliate of Landlord or in the nature of a franchise, use, or margin tax or a Tax for the privilege of doing business, in any case in respect of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (d) Taxes or impositions imposed with respect to any period after the Term; and (e) excess profits taxes, accumulated earnings taxes, capital gains taxes, succession or estate taxes or personal holding company taxes, in each case of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (f) Taxes imposed on or against or with respect to Landlord, any Equity Investor or any Affiliate of Landlord to the extent such Taxes would not have been imposed if Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender had not engaged in activities, or had a presence in, the taxing jurisdiction which activities or presence is unrelated to this Lease; and (g) Taxes imposed as a result of any Transfer of any interest in the Leased Property by Landlord, any Equity Investor or any Affiliate of Landlord or any Landlord Lender (unless such Transfer occurs during or as a result of a Tenant Event of Default); and (h) any Tax resulting from or that would not have been imposed but for the existence of Liens attributable to Landlord, any Equity Investor or any Affiliate of Landlord or any Landlord Lender; and (i) Taxes imposed under the Code or ERISA with respect to any Person other than Tenant and its Affiliates; and (j) Sales, use, conveyance, transfer, recording, mortgage and similar Taxes (including any related interest, penalties or legal costs) which Landlord is required to pay pursuant to the Purchase Agreement; and (k) any Taxes attributable to a change in Tax classification, domicile or jurisdiction of incorporation of the Landlord, any Equity Investor or any Affiliate of the Landlord; and (l) any increase in Taxes resulting from a Transfer by Landlord, any Equity Investor or any Landlord Lender of all or any portion of the Leased Property or Landlord Equity Interests or any interest therein (unless such Transfer occurs during or as a result of a Tenant Event of Default); and (m) Taxes, fees or amounts due and owing under or in connection with any Lien against the Leased Property, this Lease or any Equity Investor Interest.

Exclusions from Taxes and Impositions. Notwithstanding the foregoing and for the avoidance of doubt, in no event will Tenant be required to pay, assume liability for, indemnify, hold harmless or defend each Landlord Indemnified Party from and against, and the terms “Taxes” and “Impositions” shall exclude, any and all of the following (collectively, the ““ Excluded MattersMatters ”): (a) net income taxes (however denominated), gross receipts, net receipts or gross income taxes (however denominated, including Taxes that are imposed in lieu of net or gross receipts or income taxes) or franchise taxes of Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender; and (b) any Tax imposed with respect to the sale, exchange or other disposition by Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender in whole or in part, of (i) the Leased Property, (ii) Landlord’s interest in this Lease or (iii) any Equity Investor Interest; and (c) Taxes on, or with respect to or measured by the capital or net worth of Landlord, any Equity Investor or any Affiliate of Landlord or in the nature of a franchise, use, or margin tax or a Tax for the privilege of doing business, in any case in respect of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (d) Taxes or impositions imposed with respect to any period after the Term; and (e) excess profits taxes, accumulated earnings taxes, capital gains taxes, succession or estate taxes or personal holding company taxes, in each case of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (f) Taxes imposed on or against or with respect to Landlord, any Equity Investor or any Affiliate of Landlord to the extent such Taxes would not have been imposed if Landlord, any Equity Investor, any Affiliate of Landlord, or any Landlord Lender had not engaged in activities, or had a presence in, the taxing jurisdiction which activities or presence is unrelated to this Lease; and (g) Taxes imposed as a result of any Transfer of any interest in the Leased Property by Landlord, any Equity Investor or any Affiliate of Landlord or any Landlord Lender (unless such Transfer occurs during or as a result of a Tenant Event of Default); and (h) any Tax resulting from or that would not have been imposed but for the existence of Liens attributable to Landlord, any Equity Investor or any Affiliate of Landlord or any Landlord Lender; and (i) Taxes imposed under the Code or ERISA with respect to any Person other than Tenant and its Affiliates; and (j) Sales, use, conveyance, transfer, recording, mortgage and similar Taxes (including any related interest, penalties or legal costs) which Landlord is required to pay pursuant to the Purchase Agreement; and (k) any Taxes attributable to a change in Tax classification, domicile or jurisdiction of incorporation of the Landlord, any Equity Investor or any Affiliate of the Landlord; and (l) any increase in Taxes resulting from a Transfer by Landlord, any Equity Investor or any Landlord Lender of all or any portion of the Leased Property or Landlord Equity Interests or any interest therein (unless such Transfer occurs during or as a result of a Tenant Event of Default); and (m) Taxes, fees or amounts due and owing under or in connection with any Lien against the Leased Property, this Lease or any Equity Investor Interest.

Exclusions from Taxes and Impositions. Notwithstanding the foregoing and for the avoidance of doubt, in no event will Tenant Lessee be required to pay, assume liability for, indemnify, hold harmless or defend each Landlord Indemnified Party from and against, and the terms “Taxes” and “Impositions” shall exclude, exclude any and all of the following (collectively, the “Excluded Matters”): (a) net income taxes (however denominated), gross receipts, net receipts or gross income taxes (however denominated, including Taxes that are imposed in lieu of net or gross receipts or income taxes) or franchise taxes of LandlordLessor, any Equity Investor, Investor or any Affiliate of Landlord, or any Landlord LenderLessor; and (b) any Tax tax imposed with respect to the sale, exchange or other disposition by LandlordLessor, any Equity Investor, Investor or any Affiliate of LandlordLessor, or any Landlord Lender in whole or in part, of (i) the Leased Property, (ii) LandlordLessor’s interest in this Lease or (iii) any Equity Investor Interest; and (c) Taxes taxes on, or with respect to or measured by the capital or net worth of LandlordLessor, any Equity Investor or any Affiliate of Landlord Lessor or in the nature of a franchise, use, or margin tax or a Tax tax for the privilege of doing business, in any case in respect of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (d) Taxes taxes or impositions imposed with respect to any period after the Term; and (e) excess profits taxes, accumulated earnings taxes, capital gains taxes, succession or estate taxes or personal holding company taxes, in each case of Landlord, any Affiliate of Landlord, or any Landlord Lender; and (f) Taxes taxes imposed on or against or with respect to LandlordLessor, any Equity Investor or any Affiliate of Landlord Lessor to the extent such Taxes taxes would not have been imposed if LandlordLessor, any Equity Investor, Investor or any Affiliate of Landlord, or any Landlord Lender Lessor had not engaged in activities, or had a presence in, the taxing jurisdiction which activities or presence is unrelated to this Lease; and (g) Taxes taxes imposed as a result of any voluntary or Involuntary sale, Transfer of any interest in the Leased Property or other conveyance by LandlordLessor, any Equity Investor or any Affiliate of Landlord or any Landlord Lender (unless such Transfer occurs during or as a result of a Tenant Event of Default)Lessor; and (h) taxes that are interest, penalties or additions to tax (or similar fees or charges) that are imposed as a result of the failure of Lessor, any Tax Equity Investor or any Affiliate of Lessor to file any return or other filing properly and timely unless such failure is caused by Lessee failing to fulfill its obligations under this Lease; and (i) any tax resulting from or that would not have been imposed but for the existence of Liens attributable to LandlordLessor, any Equity Investor or any Affiliate of Landlord or any Landlord LenderLessor; and (ij) Taxes taxes to the extent that the amount of such tax is greater than the amount of taxes that would have been imposed if Lessor were not a successor or assignee of Pinedale Op .Co., LP; and (k) taxes imposed under the Code or ERISA with respect to any Person other than Tenant Lessee and its Affiliates; and (jl) Sales, use, conveyancesales, transfer, recording, mortgage and similar Taxes (including any related interest, penalties or legal costs) taxes which Landlord Lessor is required to pay pursuant to the Purchase Agreement; and (km) any Taxes attributable to a change in Tax classification, domicile or jurisdiction of incorporation of the Landlord, any Equity Investor or any Affiliate of the Landlordforeign Taxes; and (ln) taxes on rental or any other amounts paid by Lessee under this Lease; and (o) any increase in Taxes taxes resulting from a Transfer or other conveyance by Landlord, Lessor or any Equity Investor or any Landlord Lender of all or any portion of the Leased Property or Landlord Equity Interests Lessor or any interest therein (unless such Transfer occurs during or as a result of a Tenant Event of Default)therein; and (mp) Taxeswithholding taxes of any kind; and (q) taxes, fees or amounts due and owing under or in connection with any Lien against the Leased Property, this Lease or any Equity Investor Interest; and (r) assessments, charges or other matters due and owning under any Other Recorded Documents executed by, through or under Lessor in violation of this Lease.