General Taxes. Subject to the provisions of this Section 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 Indemnitees") on an After-Tax Basis against, and hold the Tax Indemnitees harmless from, the actual amount of any and all Taxes imposed by the United States of America or by any state or local taxing authority within the United States or any foreign or international taxing authority against the Tax Indemnitees or the Lessee or withheld from any payment, or imposed against the Equipment or any sublessee or user of the Equipment, in connection with or relating to or on or with respect to (i) this 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) the Equipment or any interest therein or any alteration or improvement, or any interest therein; (iii) the financing, refinancing, demolition, substitution, control, occupancy, servicing, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, return, use, nonuse, rental, lease, activity conducted on, operation, insuring, replacement, improvement, leasing, subleasing, hire, condition, maintenance, modification, repair, sale, abandonment, redelivery, location, transfer of title or other application or disposition of the Equipment or any interest therein; (iv) the payment by the Lessee of Rent or other amounts, receipts, income or earnings arising from the Equipment with respect to this Lease or any other Operative 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 transactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Subject to For the provisions purpose of this Section 96.2 "Tax Indemnitee" shall mean each of the Owner Trustee (in its individual capacity and as trustee), the Lessee agrees to indemnify Owner Participant and any Affiliate thereof, the Lessor and the InvestorIndenture Trustee (in its individual capacity an as trustee), each Lender and each of their respective successors, transferees and assigns which are permitted assignsunder the terms of the Operative Documents. The Co-Lessee agrees to pay and assume liability for, directorsand does hereby agree to indemnify, officersprotect, employees, agents defend and Affiliates (collectively, "Tax Indemnitees") hold harmless on an After-Tax Basis against, each Tax Indemnitee from and hold the Tax Indemnitees harmless from, the actual amount of against any and all Taxes imposed by the United States of America upon or payable by any state or local taxing authority within the United States or Tax Indemnitee (including amounts payable by any foreign or international taxing authority against the Tax Indemnitees Indemnitee solely as withholding agent) or the Lessee or Co-Lessee or withheld from any paymentpayment pursuant to the Operative Documents, or whether imposed against the Equipment or any sublessee or user Item of the Equipment, any Modification, or any part or portion thereof or interest therein, or the Notes, or otherwise in connection with or relating to or on or with respect to (i) i this Lease 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) the Equipment or Equipment, any interest therein or Item of Equipment, any alteration or improvementModification, or any interest therein; (iii) the financing, refinancing, demolition, substitution, control, occupancy, servicingconstruction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, return, refinancing, use, nonuse, rental, lease, activity conducted onnon-use, operation, insuring, replacement, improvement, leasing, subleasing, hire, condition, maintenance, modification, repairrepair substitution, replacement, insuring, improvement, sale, abandonment, redelivery, location, transfer of title or other application or disposition disposi of the Equipment Equipment, any Item of Equipment, any Modification, or any interest therein; (iv) the payment by or on behalf of the Lessee or Co- Lessee of Rent or other amounts, receipts, income or earnings arising from the Equipment with respect to this the Lease or any other Operative Document; (v) the income payment of principal of, or interest or premium on, or other proceeds received amounts payable with respect to to, or the Equipment sale, assignment, transfer or other disposition of, any part thereof or interest thereon, Note or (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Subject to the provisions of this Section 96.2(b), the Lessee agrees to indemnify the Lessor pay and the Investorassume liability for, and each of their respective successorsdoes hereby agree to indemnify, permitted assignsprotect, directorsdefend and hold harmless, officers, employees, agents and Affiliates (collectively, "Tax Indemnitees") on an After-Tax Basis againstBasis, each Indemnified Person from and hold the Tax Indemnitees harmless from, the actual amount of against any and all Taxes imposed upon or payable by the United States of America or such Indemnified Person (including amounts payable by any state or local taxing authority within the United States or any foreign or international taxing authority against the Tax Indemnitees such Indemnified Person solely as withholding agent) or the Lessee or withheld from any paymentpayment pursuant to the Operative Documents, or whether imposed against the Equipment or any sublessee or user Item of the Equipment, any Modification, or any part or portion thereof or interest therein, or the Notes, or otherwise in connection with or relating to or on or with respect to (i) this Lease 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) the Equipment or Equipment, any interest therein or Item of Equipment, any alteration or improvementModification, or any interest therein; (iii) the financingacquisition, refinancing, demolition, substitution, control, occupancy, servicingconstruction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, return, financing, refinancing, mortgaging, repossession, transfer, control, use, nonuse, rental, lease, activity conducted onnon-use, operation, insuring, replacement, improvement, leasing, subleasing, registration, re-registration, hire, condition, maintenance, storage, modification, importation, exportation, repair, substitution, replacement, insuring, improvement, sale, abandonment, redelivery, location, transfer of title or other application or disposition of or with respect to the Equipment Equipment, any Item of Equipment, any part of the Equipment, any Modification, or any interest therein; (iv) the payment by the Lessee of Rent or other amounts, receipts, income or earnings arising from the Equipment with respect to this Lease or any other Operative Document; (v) the income or other proceeds received with respect to the Equipment or any part thereof or interest thereontherein 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 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 Note; or (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Subject to the provisions of this Section 96.2(b), the Lessee agrees to indemnify the Lessor pay and the Investorassume liability for, and each of their respective successorsdoes hereby agree to indemnify, permitted assignsprotect, directorsdefend and hold harmless, officers, employees, agents and Affiliates (collectively, "Tax Indemnitees") on an After-Tax Basis againstBasis, each Indemnified Person from and hold the Tax Indemnitees harmless from, the actual amount of against any and all Taxes imposed upon or payable by the United States of America or such Indemnified Person (including amounts payable by any state or local taxing authority within the United States or any foreign or international taxing authority against the Tax Indemnitees such Indemnified Person solely as withholding agent) or the Lessee or withheld from any paymentpayment pursuant to the Operative Documents, or whether imposed against the Equipment or any sublessee Item of Equipment, any Modification, or user any part or portion thereof or interest therein, or the Notes, or any Affiliate of the Lessee that possesses the Equipment, otherwise in connection with or relating to or on or with respect to (i) this Lease 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) the Equipment or Equipment, any interest therein or Item of Equipment, any alteration or improvementModification, or any interest therein; (iii) the financingacquisition, refinancing, demolition, substitution, control, occupancy, servicingconstruction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, return, financing, refinancing, mortgaging, repossession, transfer, control, use, nonuse, rental, lease, activity conducted onnon-use, operation, insuring, replacement, improvement, leasing, subleasing, gratuitous bailment, registration, re- registration, hire, condition, maintenance, storage, modification, importation, exportation, repair, substitution, replacement, insuring, improvement, sale, abandonment, redelivery, location, transfer of title or other application or disposition of or with respect to the Equipment Equipment, any Item of Equipment, any part of the Equipment, any Modification, or any interest therein; (iv) the payment by the Lessee of Rent or other amounts, receipts, income or earnings arising from the Equipment with respect to this Lease or any other Operative Document; (v) the income or other proceeds received with respect to the Equipment or any part thereof or interest thereontherein 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 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 Note; or (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents.
Appears in 1 contract
General Taxes. Subject to the provisions of this Except as provided in Section 98.2(b), the Lessee agrees to indemnify the Lessor and the Investor, and each of their respective successors, permitted assigns, directors, officers, employees, agents and Affiliates Tax Indemnitee (collectively, "Tax Indemnitees"as defined in Section 8.2(i)) on an After-Tax Basis against, and hold the each Tax Indemnitees Indemnitee harmless fromfrom and pay, 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 or any taxing jurisdiction or authority of America or by any state or local taxing authority within in the United States (or any foreign or international 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 the or payable by any Tax Indemnitees Indemnitee or the Lessee or withheld from any paymentpayment under the Operative Documents, or imposed against the Equipment Properties or any sublessee part thereof or user any of the Equipment, Operative Documents in connection with or relating to or on or with respect to (i) this Lease 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) the Equipment all or any interest therein or any alteration or improvement, part of the Properties or any interest therein; (iii) the manufacture, financing, refinancing, demolition, substitution, control, occupancy, servicingconstruction, purchase, acceptance, possession, rejection, ownership, delivery, nondelivery, returnimportation, exportation, transport, use, nonuse, rental, lease, activity conducted onnon-use, 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 Equipment Properties or any interest therein; (iv) the payment by the Lessee or receipt of Rent or other amounts, receipts, income or earnings arising from the Equipment Properties or interest therein or with respect to this the Lease or any other Operative Document; (v) the income Document or other proceeds received with respect to the Equipment or any part thereof or interest thereon, or (vi) otherwise in connection with the transactions contemplated by Overall Transaction; or (v) otherwise with respect to or in connection with the Operative DocumentsOverall Transaction.
Appears in 1 contract
Samples: Participation Agreement (American Financial Realty Trust)