Tax Indemnity Agreements. (i) The Tax Indemnity Agreement (Federal Express Corporation Trust No. N679FE), dated as of October 1, 1998, among AmSouth Leasing, Ltd., as Owner Participant, the Lessor and the Lessee, and (ii) The Tax Indemnity Agreement (Federal Express Corporation Trust No. N679FE), dated as of October 1, 1998, among National City Leasing Corporation, as Owner Participant, the Lessor and the Lessee Term. The Basic Term of the lease for the Aircraft under the Lease and, if renewed pursuant to Section 4.01 of the Lease, each Renewal Term for the Aircraft for which the Lease is renewed, or such earlier date on which the Lease is terminated pursuant to its terms.
Tax Indemnity Agreements. Neither the Company nor any Subsidiary has: (i) ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code) filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company), (ii) any liability for the Taxes of any Person (other than the Company or its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract, by operation of law, or otherwise, (iii) been a party to any Tax sharing, indemnification or allocation agreement (other than customary commercial contracts entered into in the ordinary course of business and the primary purpose of which is unrelated to Tax), or (iv) been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes.
Tax Indemnity Agreements. Neither the Company nor any Subsidiary has: (i) ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group, the common parent of which was the Company), (ii) ever been a party to any Tax sharing, indemnification, allocation or similar agreement or arrangement (other than customary commercial contracts with lenders, lessors, customers, vendors, or service providers entered into in the ordinary course of business not primarily related to Taxes) nor does the Company or any of its Subsidiaries owe any amount under such an agreement or arrangement, (iii) any liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law (including any arrangement for group or consortium relief or similar arrangement)) as a transferee or successor, by Contract (other than customary commercial contracts with lenders, lessors, customers, vendors, or service providers entered into in the ordinary course of business not primarily related to Taxes), by operation of law or otherwise, (iv) incurred a dual consolidated loss within the meaning of Section 1503 of the Code, or (v) ever been a party to any joint venture, partnership or other arrangement that could be treated as a partnership for Tax purposes.
Tax Indemnity Agreements. Each of the Tax Indemnity Agreements (Federal Express Corporation Trust No. N581FE), dated as of May 1, 1997, among the Lessee, the Lessor and each Owner Participant.
Tax Indemnity Agreements. The Company has never: (i) been a party to any Tax sharing, indemnification or allocation agreement (other than any commercial agreement entered into in the ordinary course of business the primary purpose of which is not Tax-related), or (ii) been a party to any joint venture, partnership or other arrangement that is treated as a partnership for Tax purposes.
Tax Indemnity Agreements. Neither the Company nor any Subsidiary has: (i) ever been a member of an affiliated group (within the meaning of Code Section 1504(a)) filing a consolidated federal income Tax Return (other than a group, the common parent of which was the Company), (ii) ever been a party to any Tax sharing, indemnification, allocation or similar agreement or arrangement (other than any such agreement or arrangement entered into in the ordinary course of business, the primary purpose of which is not related to Taxes), nor does the Company or any of its Subsidiaries owe any amount under such an agreement or arrangement, (iii) any liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Legal Requirement (including any arrangement for group or consortium relief or similar arrangement)) as a transferee or successor, by Contract (other than any such Contract entered into in the ordinary course of business, the primary purpose of which is not related to Taxes), by operation of Legal Requirement or otherwise, (iv) incurred a dual consolidated loss within the meaning of Section 1503 of the Code, or (v) ever been a party to any joint venture, partnership or other arrangement that has been treated as or would reasonably be expected to be treated as a partnership for Tax purposes.
Tax Indemnity Agreements. Pursuant to and in accordance with Section 10.4 of the Tax Indemnity Agreements and as provided for in the Chapter 11 Plan, NRG irrevocably assumes from EME, all of EME’s rights, benefits, title, interests, liabilities and obligations under the Tax Indemnity Agreements. From and after the date of this Consent, NRG is a party to the Tax Indemnity Agreements and is bound by all of the provisions of the Tax Indemnity Agreements previously applicable to EME thereunder. Each of the PoJo Parties consents to such assignment and assumption.
Tax Indemnity Agreements. No Group Company currently is, or has ever been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract (in each case, except for any agreement or Contract the principal purpose of which is not related to Tax, such as a financing or leasing arrangement, a “Tax Indemnity Agreement”). The Company does not have any liability for Taxes of any Person (other than the Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Legal Requirements), as a transferee or successor, by Contract (other than a Contract the principal purpose of which is not related to Tax, such as a financing or leasing Contract) or by operation of law.
Tax Indemnity Agreements. Each U.S. Loan Party shall take all action applicable to such party necessary or required under the Tax Indemnity Agreements (including providing any required or necessary notices thereunder) to cause the applicable indemnifying parties thereunder to pay all amounts due and payable under any Tax Indemnity Agreement in accordance with the terms thereof.
Tax Indemnity Agreements. Each Additional Borrower Party shall take all action applicable to such party necessary or required under the Tax Indemnity Agreements (including providing any required or necessary notices thereunder) to cause the applicable indemnifying or guaranteeing parties thereunder to pay all amounts due and payable under any Tax Indemnity Agreement in accordance with the terms thereof. No Additional Borrower Party shall assign any of its rights under any Tax Indemnity Agreement or cause to be assumed and thereby be released from any of its duties thereunder.
