General Tax Indemnification. Lessee shall pay when due and shall indemnify and hold Lessor harmless from and against (on an after-tax basis) any and all taxes, fees, withholdings, levies, imposts, duties, assessments and charges of any kind and nature (together with interest and penalties thereon)(including, without limitation, sales, use, gross receipts, personal property, ad valorem, business and occupational, franchise, value added, leasing, leasing use, documentary, stamp or other taxes) imposed upon or against Lessor, Lessor's assigns, Lessee or any Item of Equipment by any Governmental Authority with respect to any Item of Equipment or the manufacturing, ordering, sale, purchase, shipment, delivery, acceptance or rejection, ownership, titling, registration, leasing, subleasing, possession, use, operation, removal, return or other dispossession thereof or upon the rents, receipts or earnings arising therefrom or upon or with respect to this Lease, excepting only all Federal, state and local taxes on or measured by Lessor's net income (other than income tax resulting from making any alterations, improvements, modifications, additions, upgrades, attachments, replacements or substitutions by Lessee). Whenever this Lease terminates as to any Item of Equipment, Lessee shall, upon written request by Lessor, advance to Lessor the amount determined by Lessor to be the personal property or other taxes on said item which are not yet payable, but for which Lessee is responsible, provided Lessor provides Lessee with copies of tax bills supporting Lessor's request.
General Tax Indemnification. Lessee shall pay when due and shall indemnify and hold each Indemnitee harmless from and against (on an after-tax basis) any and all taxes, fees, withholdings, levies, imposts, duties, assessments and charges of any kind and nature (“Taxes”) arising out of or related to this Lease or any other Lease Document (together with interest and penalties thereon and including, without limitation, sales, use, gross receipts, personal property, real property, real estate excise, ad valorem, business and occupational, value added, leasing, leasing use, documentary, stamp or other taxes imposed upon or against any Indemnitee, Lessee or any Equipment by any governmental authority with respect to any Equipment or the manufacturing, ordering, sale, purchase, shipment, delivery, acceptance or rejection, ownership, titling, registration, leasing, subleasing, possession, use, operation, removal, return or other dispossession thereof or upon the rents, receipts or earnings arising therefrom or upon or with respect to this Lease, whether payable at the inception of a Lease, during the Term thereof or at the expiration thereof, excepting only all United States federal, state and local taxes based on or measured by Lessor’s net income). Whenever this Lease or any other Lease Document terminates as to any Item of Equipment, Lessee shall, upon written request by Lessor, advance to Lessor the amount estimated by Lessor to be the personal property or other taxes on such Item of Equipment which are not yet payable, but for which Lessee is responsible. Lessor shall, at Lessee’s request, provide Lessee with Lessor’s method of computation of any estimated taxes. Except as otherwise provided in the Equipment Schedule relating to any Equipment, upon receipt of any tax bxxx relating to such Equipment from a relevant taxing authority, Lessor will pay the Tax identified on such tax bxxx. Lessee will, on demand, (a) reimburse Lessor for the amount of such Tax paid to such taxing authority and (b) pay to Lessor a fee (as identified by Lessor from time to time) relating to the administration of such payment.
General Tax Indemnification. (a) Except as provided in Section 19.2(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from on an After-Tax Basis, and to pay in accordance with Section 19.2(f): (i) any and all Taxes of any United States federal taxing authority, state, or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, the Secured Note and any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes arise in connection with the Operative Documents, Property or the transactions or activities contemplated by the Operative Documents, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, or which arises in respect of the operation, possession or use or disposition, after the acquisition thereof by a Tax Indemnitee, of all or any portion of the Property or interest therein, if any, or (E) any leasing, subleasing, sub-subleasing or use of the Property or any interest therein, (ii) other governmental charges or Taxes imposed upon the Property or upon a Tax Indemnitee as a result of ownership of the Property or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates ap...
General Tax Indemnification. 54 13.3 Special Indemnity Relating to U.K. Documents.................................. 64 13.4
General Tax Indemnification. (a) Except as provided in Section 19.02(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from, on an After-Tax Basis, and to pay in accordance with Section 19.02(f) (i) any and all Taxes of any United States federal taxing authority, state or political subdivision or taxing authority, thereof or therein which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, subtenant or other user of the Property, any Secured Note or any amounts and expenses payable thereunder, any financing or refinancing, in any case arising under, out of or in connection with or relating to the Operative Documents, the Property or any portion thereof or the transactions or activities contemplated by the Operative Documents, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of or sales from or any other activity conducted on or about the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of any requisition or taking thereof
General Tax Indemnification. Lessee agrees to pay if and when due, and indemnify and hold Lessor harmless from and against, in addition to other amounts due hereunder and under each Schedule, all Taxes upon any of the Property or upon the purchase, ownership, possession, leasing, operation, use, rentals, or other payments, or disposition hereunder whether payable by Lessor or Lessee (excluding taxes on or measured by Lessor's net income). At Lessee's cost, Lessor will prepare and file with the appropriate offices any and all tax and similar returns required to be filed with respect thereto. Lessee agrees to notify Lessor of such requirements and furnish Lessor with all information required by Lessor so that it may effect such filing. Any Taxes paid by, or imposed on, Lessor on behalf of Lessee shall become immediately due and payable on Lessor's demand. Without limiting the foregoing, Lessee shall (i) reimburse Lessor upon receipt of a written request for reimbursement for any Taxes charged to or assessed against, and paid by, Lessor, (ii) on request of Lessor, submit to Lessor written evidence of Lessee's payment of Taxes, and (iii) on all reports or returns relative to any Taxes, show the ownership of the Property by Lessor, and send a copy thereof to Lessor. To the extent applicable law does not allow Lessee to report and or pay such Taxes directly to the applicable governmental authority, Lessee, as Lessor's agent, shall prepare or have prepared at Lessee's expense all Tax forms, returns, or documents and deliver them to Lessor for Lessor's approval at least forty-five (45) days prior to the due date for their delivery. Lessee shall provide Lessor with the funds necessary to pay the Taxes due with respect to such Tax forms, returns, or documents at least thirty (30) days prior to the date such Taxes are due. Lessor may invoice Lessee for all sales, use, and other similar taxes imposed upon the Property, this Lease, or the payments of Rent hereunder and invoiced amounts will be due to Lessor on the next rent payment date following the transmission of such invoice by Lessor. In any event, at any time that a Default exists or if Lessor determines that any Taxes may or will become due or payable after the Basic Term Expiration Date (as defined in an applicable Schedule), Lessor may require that the amounts of such Taxes be escrowed with Lessor in advance of their payment. Income Tax Indemnification. If the applicable Schedule reflects this Lease is a "Tax Lease" with respect to the Pr...
General Tax Indemnification. Lessee shall pay when due and shall indemnify and hold Lessor harmless from and against (on an after-tax basis) any and all taxes, fees, withholdings, levies, imposts, duties, assessments and charges of any kind and nature arising out of or related to this Lease Agreement, together with interest and penalties thereon and including, without limitation, sales, use, gross receipts, personal property, real property, real estate excise, ad valorem, business and occupational, franchise, value added, leasing, leasing use, documentary, stamp or other taxes (collectively, a "Tax") imposed upon or against Lessor, any Lessor Assignee (but not a greater amount than if no assignment by Lessor had occurred), Lessee or any Item of Equipment by any Governmental Authority with respect to any Item of Equipment or the manufacturing, ordering, sale, purchase, shipment, delivery, acceptance or rejection, ownership, titling, registration, leasing, subleasing, possession, use, operation, removal, return or other dispossession thereof or upon the rents, receipts or earnings arising therefrom or upon or with respect to this Lease Agreement, excepting only all foreign, Federal, state and local taxes on or measured by Lessor's net income (other than income tax prior to the termination of this Lease Agreement resulting from making any alterations, improvements, modifications, additions, upgrades, attachments, replacements or substitutions by Lessee). Whenever this Lease Agreement terminates as to any Item of Equipment, Lessee shall, upon written request by Lessor, advance to Lessor the estimated amount of the personal property or other taxes on said item which are not yet payable, but for which Lessee is responsible.
General Tax Indemnification. (a) Except as provided in Section 10.2(c), and subject to the Lessee's contest rights under Section
General Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Adjusted Working Capital, Sellers shall indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods other than (i) any Federal, State, local or foreign Tax attributable to the Section 338(h)(10) Election (including, without limitation, any Tax under Code Section 1374 or any similar provision of State or local law), and (ii) any Federal, State, local or foreign Tax attributable to any election or other action by the Buyer or by the Company after the Closing (it be the intention of the parties that all of the Taxes excluded from the indemnification shall be borne and paid by Buyer); (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.03 within ten Business Days after payment of such Taxes by Buyer or the Company. Each Seller’s indemnity obligations under this Article VI, shall not exceed 100% of such Seller’s proportional interest in the Purchase Price.
General Tax Indemnification
