General Taxes. Except as provided in Section 8.2(b), the Lessee agrees to indemnify each Tax Indemnitee (as defined in Section 8.2(i)) against, and hold each Tax Indemnitee harmless from and pay, any and all present or future liabilities, losses, expenses and costs of any kind whatsoever that are Taxes imposed by the United States or any taxing jurisdiction or authority of or in the United States (or any foreign taxing authority or jurisdiction to the extent such foreign taxing authority or jurisdiction imposes such Taxes as a result of the location or actions of the Lessee) against or payable by any Tax Indemnitee or the Lessee or withheld from any payment under the Operative Documents, or imposed against the Properties or any part thereof or any of the Operative Documents in connection with or relating to or on or with respect to (i) this Agreement or any of the other Operative Documents or any amendment, supplement, waiver or consent thereto or the execution, delivery or performance of any thereof; (ii) all or any part of the Properties or any interest therein; (iii) the manufacture, financing, refinancing, construction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, importation, exportation, transport, use, non-use, operation, leasing, subleasing, hire, condition, addition, alteration, substitution, maintenance, modification, repair, sale, abandonment, redelivery, location, rebuilding, assigning, repossession, recording, return, transfer of title or other application or disposition of the Properties or interest therein; (iv) the payment or receipt of Rent or other amounts, receipts, income or earnings arising from the Properties or interest therein or with respect to the Lease or any other Operative Document or otherwise in connection with the Overall Transaction; or (v) otherwise with respect to or in connection with the Overall Transaction.
Appears in 1 contract
Samples: American Financial Realty Trust
General Taxes. Except For the purpose of this Section 6.2 "Tax Indemnitee" shall mean each of the Owner Trustee (in its individual capacity and as provided in Section 8.2(btrustee), the Owner Participant and any Affiliate thereof, the Indenture Trustee (in its individual capacity an as trustee), each Lender and each of their respective successors, transferees and assigns which are permitted under the terms of the Operative Documents. The Co-Lessee agrees to indemnify pay and assume liability for, and does hereby agree to indemnify, protect, defend and hold harmless on an After-Tax Basis each Tax Indemnitee (as defined in Section 8.2(i)) against, and hold each Tax Indemnitee harmless from and pay, against any and all present or future liabilities, losses, expenses and costs of any kind whatsoever that are Taxes imposed by the United States or any taxing jurisdiction or authority of or in the United States (or any foreign taxing authority or jurisdiction to the extent such foreign taxing authority or jurisdiction imposes such Taxes as a result of the location or actions of the Lessee) against upon or payable by any Tax Indemnitee (including amounts payable by any Tax Indemnitee solely as withholding agent) or the Lessee or Co-Lessee or withheld from any payment under pursuant to the Operative Documents, or whether imposed against the Properties Equipment or any Item of Equipment, any Modification, or any part or portion thereof or any of interest therein, or the Operative Documents Notes, or otherwise in connection with or relating to or on or with respect to (i) i this Agreement or any of the other Operative Documents or any amendment, supplement, waiver or consent thereto or the execution, delivery or performance of any thereof; (ii) all or the Equipment, any part Item of the Properties Equipment, any Modification, or any interest therein; (iii) the manufacture, financing, refinancing, construction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, importationreturn, exportation, transportrefinancing, use, non-use, operation, leasing, subleasing, hire, condition, addition, alteration, substitution, maintenance, modification, repairrepair substitution, replacement, insuring, improvement, sale, abandonment, redelivery, location, rebuilding, assigning, repossession, recording, return, transfer of title or other application or disposition disposi of the Properties Equipment, any Item of Equipment, any Modification, or any interest therein; (iv) the payment by or receipt on behalf of the Lessee or Co- Lessee of Rent or other amounts, receipts, income or earnings arising from the Properties or interest therein or Equipment with respect to the Lease or any other Operative Document Document; (v) the payment of principal of, or otherwise in connection interest or premium on, or other amounts payable with respect to, or the Overall Transaction; sale, assignment, transfer or other disposition of, any Note or (vvi) otherwise with respect to or in connection with the Overall Transactiontransactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Except as provided in Subject to the provisions of Section 8.2(b6.2(b), the Lessee agrees to indemnify each Tax Indemnitee (as defined in Section 8.2(i)) againstpay and assume liability for, and does hereby agree to indemnify, protect, defend and hold harmless, on an After-Tax Basis, each Tax Indemnitee harmless Indemnified Person from and pay, against any and all present or future liabilities, losses, expenses and costs of any kind whatsoever that are Taxes imposed by the United States or any taxing jurisdiction or authority of or in the United States (or any foreign taxing authority or jurisdiction to the extent such foreign taxing authority or jurisdiction imposes such Taxes as a result of the location or actions of the Lessee) against upon or payable by any Tax Indemnitee such Indemnified Person (including amounts payable by such Indemnified Person solely as withholding agent) or the Lessee or withheld from any payment under pursuant to the Operative Documents, or whether imposed against the Properties Equipment or any Item of Equipment, any Modification, or any part or portion thereof or any of interest therein, or the Operative Documents Notes, or otherwise in connection with or relating to or on or with respect to (i) this Agreement or any of the other Operative Documents or any amendment, supplement, waiver or consent thereto or the execution, delivery or performance of any thereof; (ii) all or the Equipment, any part Item of the Properties Equipment, any Modification, or any interest therein; (iii) the manufacture, financing, refinancingacquisition, construction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, importationreturn, exportationfinancing, transportrefinancing, mortgaging, repossession, transfer, control, use, non-use, operation, leasing, subleasing, registration, re-registration, hire, condition, additionmaintenance, alterationstorage, modification, importation, exportation, repair, substitution, maintenancereplacement, modificationinsuring, repairimprovement, sale, abandonment, redelivery, location, rebuilding, assigning, repossession, recording, return, transfer of title or other application or disposition of or with respect to the Properties Equipment, any Item of Equipment, any part of the Equipment, any Modification, or any interest therein; (iv) the payment or receipt of Rent or other amounts, receipts, income or earnings arising from or received with respect to the Properties Equipment or any part thereof or interest therein or any application, acquisition or disposition thereof; (v) any other amount paid or payable pursuant to the Operative Documents or any document related thereto or the property, income or other proceeds with respect to the Lease property held in the Trust Estate or the Indenture Estate; (vi) the payment of principal of, or interest or premium on, or other amounts payable with respect to, or the issuance, acquisition, modification, refinancing, reoptimization, holding, sale, assignment, transfer or other disposition of, any other Operative Document or otherwise in connection with the Overall TransactionNote; or (vvi) otherwise with respect to or in connection with the Overall Transactiontransactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Except as provided in Subject to the provisions of this Section 8.2(b)9, the Lessee agrees to indemnify the Lessor and the Investor, and each of their respective successors, permitted assigns, directors, officers, employees, agents and Affiliates (collectively, "Tax Indemnitee (as defined in Section 8.2(i)Indemnitees") on an After-Tax Basis against, and hold each the Tax Indemnitee Indemnitees harmless from and payfrom, the actual amount of any and all present or future liabilities, losses, expenses and costs of any kind whatsoever that are Taxes imposed by the United States of America or by any state or local taxing jurisdiction or authority of or in within the United States (or any foreign or international taxing authority or jurisdiction to against the extent such foreign taxing authority or jurisdiction imposes such Taxes as a result of the location or actions of the Lessee) against or payable by any Tax Indemnitee Indemnitees or the Lessee or withheld from any payment under the Operative Documentspayment, or imposed against the Properties Equipment or any part thereof sublessee or any user of the Operative Documents Equipment, in connection with or relating to or on or with respect to (i) this Agreement Lease or any of the other Operative Documents or any amendment, supplement, waiver or consent thereto or the execution, delivery or performance of any thereof; (ii) all the Equipment or any part of the Properties interest therein or any alteration or improvement, or any interest therein; (iii) the manufacture, financing, refinancing, constructiondemolition, substitution, control, occupancy, servicing, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, importation, exportation, transportreturn, use, non-usenonuse, rental, lease, activity conducted on, operation, insuring, replacement, improvement, leasing, subleasing, hire, condition, addition, alteration, substitution, maintenance, modification, repair, sale, abandonment, redelivery, location, rebuilding, assigning, repossession, recording, return, transfer of title or other application or disposition of the Properties Equipment or any interest therein; (iv) the payment or receipt by the Lessee of Rent or other amounts, receipts, income or earnings arising from the Properties or interest therein or Equipment with respect to the this Lease or any other Operative Document Document; (v) the income or other proceeds received with respect to the Equipment or any part thereof or interest thereon, or (vi) otherwise in connection with the Overall Transaction; or (v) otherwise with respect to or in connection with transactions contemplated by the Overall TransactionOperative Documents.
Appears in 1 contract
General Taxes. Except as provided in Subject to the provisions of Section 8.2(b6.2(b), the Lessee agrees to indemnify each Tax Indemnitee (as defined in Section 8.2(i)) againstpay and assume liability for, and does hereby agree to indemnify, protect, defend and hold harmless, on an After-Tax Basis, each Tax Indemnitee harmless Indemnified Person from and pay, against any and all present or future liabilities, losses, expenses and costs of any kind whatsoever that are Taxes imposed by the United States or any taxing jurisdiction or authority of or in the United States (or any foreign taxing authority or jurisdiction to the extent such foreign taxing authority or jurisdiction imposes such Taxes as a result of the location or actions of the Lessee) against upon or payable by any Tax Indemnitee such Indemnified Person (including amounts payable by such Indemnified Person solely as withholding agent) or the Lessee or withheld from any payment under pursuant to the Operative Documents, or whether imposed against the Properties Equipment or any Item of Equipment, any Modification, or any part or portion thereof or interest therein, or the Notes, or any Affiliate of the Operative Documents Lessee that possesses the Equipment, otherwise in connection with or relating to or on or with respect to (i) this Agreement or any of the other Operative Documents or any amendment, supplement, waiver or consent thereto or the execution, delivery or performance of any thereof; (ii) all or the Equipment, any part Item of the Properties Equipment, any Modification, or any interest therein; (iii) the manufacture, financing, refinancingacquisition, construction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, importationreturn, exportationfinancing, transportrefinancing, mortgaging, repossession, transfer, control, use, non-use, operation, leasing, subleasing, gratuitous bailment, registration, re- registration, hire, condition, additionmaintenance, alterationstorage, modification, importation, exportation, repair, substitution, maintenancereplacement, modificationinsuring, repairimprovement, sale, abandonment, redelivery, location, rebuilding, assigning, repossession, recording, return, transfer of title or other application or disposition of or with respect to the Properties Equipment, any Item of Equipment, any part of the Equipment, any Modification, or any interest therein; (iv) the payment or receipt of Rent or other amounts, receipts, income or earnings arising from or received with respect to the Properties Equipment or any part thereof or interest therein or any application, acquisition or disposition thereof; (v) any other amount paid or payable pursuant to the Operative Documents or any document related thereto or the property, income or other proceeds with respect to the Lease property held in the Trust Estate or the Indenture Estate; (vi) the payment of principal of, or interest or premium on, or other amounts payable with respect to, or the issuance, acquisition, modification, refinancing, reoptimization, holding, sale, assignment, transfer or other disposition of, any other Operative Document or otherwise in connection with the Overall TransactionNote; or (vvi) otherwise with respect to or in connection with the Overall Transactiontransactions contemplated by the Operative Documents.
Appears in 1 contract