Tax Loss Sample Clauses

Tax LossOwner Participant and Lessor shall have received, at Lessee's expense, a tax opinion of tax counsel selected by Lessee, to the effect that the Event of Loss or the Replacement of the Airframe or Aircraft in connection therewith will not cause any adverse tax consequences to Lessor or Owner Participant or its Affiliates (or, in lieu thereof, Lessee shall have agreed to indemnify for such tax risk), or if Owner Participant and Lessee shall have agreed upon the amount, if any, payable and upon the manner of payment thereof with respect to such replacement by Lessee pursuant to the Tax Indemnity Agreement or Section 7(b) of the Participation Agreement, then any such amount shall be paid.
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Tax Loss. Owner Participant and Lessor shall have received, at Lessee's expense, a tax opinion of Vinsxx & Xlkixx X.X.P., or other counsel reasonably acceptable to the Owner Participant to the effect that the Event of Loss or the Replacement of the Airframe or Aircraft in connection therewith will not cause any adverse tax consequences to Lessor or Owner Participant or its Affiliates (or, in lieu thereof, Lessee shall have agreed to indemnify for such tax risk), or if Owner Participant and Lessee shall have agreed upon the amount, if any, payable and upon the manner of payment thereof with respect to such replacement by Lessee pursuant to the Tax Indemnity Agreement or Section 7(b) of the Participation Agreement, then any such amount shall be paid.
Tax LossFor the purposes of this indemnity, any of the following events shall constitute a "Tax Loss": (i) as the result of any act or failure to act of Lessee (regardless of whether any such act or failure to act is permitted by the terms of the Lease or otherwise), or the breach of any of Lessee's representations, warranties, or covenants set forth in this Tax Rider, Lessor shall lose, or shall not have the right to claim, or shall suffer a disallowance or recapture with respect to, or shall receive a lower than anticipated economic benefit from, all or any portion of the Assumed Tax Benefits; (ii) for federal, foreign, state or local income tax purposes, any item of income, loss or deduction with respect to the Aircraft is treated as derived from, or allocable to, sources outside the U.S., and as a result Lessor's allowable foreign tax credit for federal income tax purposes for any year is less than the credit to which Lessor would have been entitled if all such income, loss and deduction had been from U.S. sources; or (iii) during the Term there shall be included in Lessor's gross income for federal, state or local income tax purposes any amount on account of any Addition, Alteration or other modification or improvement to or in respect of the Aircraft made or paid for by Lessee, or due to an exchange of the Aircraft or any portion of the Aircraft, which results in any reduction to Lessor's anticipated net after-tax economic yield and overall net after-tax cash flow from or as to the Lease.
Tax Loss. 36 10.1.6.3 Lessee's Obligations with Respect to Replacement Aircraft . . . . . . . . . . . 36 10.1.7
Tax Loss. 8.02(b) Toxic Substance.............................................................................2.08(g) Voting Agreements ..........................................................................
Tax Loss. All Tax Losses shall be subject to indemnification solely pursuant to the provisions of Article VI and the provisions of this Article XI shall not apply; provided, however, that Tax Losses attributable to Taxes that are allocable to the Company or Dxxxx pursuant to Schedule 11.08 attached hereto (“Allocated Tax Losses”) shall be taken into account in determining the Basket Amount and shall be subject to the Cap and the provisions of Article X and Section 11.02(b); provided, further, however, that no other Tax Losses shall be taken into account for purposes of the Basket Amount or shall be subject to the Cap or the provisions of Article X or Section 11.02(b).
Tax Loss. As used herein "TAX LOSS" means any Loss suffered or incurred by HNC and/or any Indemnified Person arising or resulting from: (i) any breach or violation of the representations and warranties of CTI set forth in Section 3.7 of this Agreement; and/or (ii) any liability of CTI for taxes of any person or entity other than CTI (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (B) as a transferee or successor, (C) by contract or agreement, or (D) otherwise. As used herein, "TAX LOSS CLAIM" means any claim, suit, arbitration, action or other proceeding brought by HNC and/or any other Indemnified Person to recover Tax Loss from FGC, any FGC Affiliate (other than CTI) and/or any other CTI Stockholder (if any).
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Tax Loss. Any Losses with respect to Taxes shall be subject to indemnification solely pursuant to the provisions of Article XI and the provisions of this Article X shall not apply.
Tax LossPursuant to Fed. X. Xxxx. P. 11(c)(1)(B), the United States and the defendant agree and the United States will recommend that the tax loss attributed to the tax evasion scheme, described below, and reflected in the Information be computed as $67,314.00, including amounts which are considered to be relevant conduct. The defendant understands that this recommendation or request is not binding on the Court, and if not accepted by the Court, the defendant will not be allowed to withdraw from the plea.
Tax LossTo the extent permitted by applicable law and to the extent possible without Seller incurring material expense, Seller shall permit Purchaser to acquire the benefit of any tax loss of Seller's operating business from January 1, 2005 until the Closing Date; provided, however, that Seller makes no representation or warranty as to whether Purchaser shall be entitled to any such benefit.
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