Common use of General Tax Indemnity Clause in Contracts

General Tax Indemnity. Except as provided in Section 9.3(c) and whether or not any of the transactions contemplated hereby are consummated, Borrower shall pay, indemnify, protect, defend, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on or asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine, or any Part, or any interest in any of the foregoing (whether or not indemnified against by any other Person), upon or with respect to the Operative Agreements or the transactions or payments contemplated thereby, including any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any Engine, any Part, any Operative Agreement (including any Equipment Notes), any data, or any other thing delivered or to be delivered under an Operative Agreement, (y) the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, re-registration, repair, replacement, overhaul, location, control, imposition of any Lien, financing, refinancing requested by Borrower, abandonment, or other disposition of the Aircraft, the Airframe, any Engine, any Part, any data, or any other thing delivered or to be delivered under an Operative Agreement or (z) interest, fees, or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements (including the property or income or other proceeds with respect to property held as part of the Collateral) or the transactions contemplated thereby.

General Tax Indemnity. (a) Except as otherwise provided in this Section, the Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Tax Indemnitee harmless from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, the definition of "Taxes" excludes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 9.3(c406 or 407 of ERISA or Section 4975(c) and whether or not any of the Code, arising out of the transactions contemplated hereby are consummated, Borrower shall pay, indemnify, protect, defend, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on or asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine, or any Part, or any interest in any of the foregoing (whether or not indemnified against by any other PersonOperative Document), upon ) imposed on or with respect to any Tax Indemnitee, the Operative Agreements Lessee, the Leased Property or any portion thereof or the transactions or payments contemplated thereby, including any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any Engine, any Part, any Operative Agreement (including any Equipment Notes), any dataLand, or any sublessee or user thereof, by the United States or by any state or local government or other thing delivered taxing authority in the United States in connection with or in any way relating to be delivered under an Operative Agreement, (yi) the purchaseacquisition, manufacturefinancing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, salepurchase, ownership, possession, rental, lease, sublease, maintenance, repair, storage, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presenceredelivery, use, operation, condition, storagesale, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer return or change other application or disposition of registration, re-registration, repair, replacement, overhaul, location, control, all or any part of the Leased Property or the imposition of any Lien, financingother than a Lessor Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien, refinancing requested by Borrowerother than a Lessor Lien) thereon, abandonment, (ii) Basic Rent or other disposition of Supplemental Rent or the Aircraft, receipts or earnings arising from or received with respect to the Airframe, Leased Property or any Engine, any Part, any datapart thereof, or any other thing delivered interest therein or to be delivered under an Operative Agreement any applications or dispositions thereof, (ziii) interestthe Leased Property, feesthe Land or any part thereof or any interest therein, (iv) all or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements Documents, any other documents contemplated thereby and any amendments and supplements thereto and (including the property or income or other proceeds v) otherwise with respect to property held as part of the Collateral) or in connection with the transactions contemplated therebyby the Operative Documents.

General Tax Indemnity. Except as provided in Section 9.3(c) and whether or not any of the transactions contemplated hereby are consummated, Borrower shall pay, indemnify, protect, defend, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on or asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine, or any Part, or any interest in any of the foregoing (whether or not indemnified against by any other Person), upon or with respect to the Operative Agreements or the transactions or payments contemplated thereby, including any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any Engine, any Part, any Operative Agreement (including any Equipment Notes), any data, or any other thing delivered or to be delivered under an Operative Agreement, (y) the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, re-registrationreregistration, repair, replacement, overhaul, location, control, imposition of any Lien, financing, refinancing requested by Borrower, abandonment, or other disposition of the Aircraft, the Airframe, any Engine, any Part, any data, or any other thing delivered or to be delivered under an Operative Agreement or (z) interest, fees, or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements (including the property or income or other proceeds with respect to property held as part of the Collateral) or the transactions contemplated thereby.

General Tax Indemnity. Except as provided in Section 9.3(c10(c)(iii) and whether or not any of the transactions contemplated hereby are consummated, Borrower shall pay, indemnify, protect, defend, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on or asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine, or any PartCollateral, or any interest in any of the foregoing (whether or not indemnified against by any other Person), upon or with respect to the Operative Agreements or the transactions or payments contemplated thereby, including any Tax imposed upon or with respect to (w) any Operative Agreement (including any Loan Certificates), (x) following delivery thereof, the Aircraft, the Airframe, any Engine, any Part, any Operative Agreement (including any Equipment Notes)part, any data, or any other thing delivered or to be delivered under an Operative Agreementtherewith, (y) following delivery thereof, the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, re-registrationreregistration, repair, replacement, overhaul, location, control, imposition of any Lien, financing, refinancing requested by Borrower, abandonment, or other disposition of the Aircraft, the Airframe, any Engine, any Partpart, any data, or any other thing delivered or to be delivered under an Operative Agreement therewith or (z) interest, fees, or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements (including the property or income or other proceeds with respect to property held as part of the Collateral) or the transactions contemplated thereby.

General Tax Indemnity. Except as provided in Section 9.3(c) The Borrower agrees to pay, indemnify and whether hold each Indemnitee harmless from, all Taxes imposed against any Indemnitee, by any taxing authority upon or not with respect to any of the transactions contemplated hereby are consummatedforegoing, Borrower shall payor upon or relating to or measured by (i) the operation, indemnifypossession, protectuse, defendmaintenance, and hold harmless each Tax Indemnitee from all Taxes imposed by any Taxing Authority imposed on overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or asserted against any Tax Indemnitee sale of the Aircraft or the Aircraft, the Airframe, Airframe or any Engine, or any Part, engine used in connection with the Airframe or any interest in part of any of the foregoing by the Borrower, any lessee of the Borrower or any other Person acting by or on behalf of the Borrower whatsoever, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and claims relating to any laws, rules or regulations pertaining to such operation, possessions, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or condition of the Aircraft or Airframe or any Engine, any engine used in connection with the Airframe, or any part of any of the foregoing including, without limitation, latent and other defects, whether or not indemnified against by any other Person)discoverable, or trademark or copyright infringement; or (iii) upon the rentals, receipts or earnings arising therefrom, or upon or with respect to the Operative Agreements Borrower, or upon the transactions Certificate or payments contemplated thereby, including any Tax imposed upon other sums payable thereunder or under or on or with respect to (x) the AircraftOperative Documents or any sums payable thereunder, the Airframe, any Engine, any Part, any Operative execution and delivery of this Agreement (including any Equipment Notes), any data, or any other thing delivered or to be delivered under an Operative Agreement, (y) the purchase, manufacture, acceptance, rejection, sale, transfer of title, return, ownership, mortgaging, delivery, transport, charter, rental, lease, re-lease, sublease, assignment, possession, repossession, presence, use, condition, storage, preparation, maintenance, modification, alteration, improvement, operation, registration, transfer or change of registration, re-registration, repair, replacement, overhaul, location, control, imposition of any Lien, financing, refinancing requested by Borrower, abandonmentDocument, or other disposition of the Aircraft, the Airframe, any Engine, any Part, any data, or any other thing delivered or to be delivered under an Operative Agreement or (z) interest, fees, or other income, proceeds, receipts, or earnings, whether actual or deemed, arising upon, in connection with, or in respect of any of the Operative Agreements (including the property or income or other proceeds otherwise with respect to property held as part of the Collateral) or the transactions contemplated thereby.by the Operative Documents, provided that the foregoing indemnity shall not apply: