Taxes Excluded Clause Samples
The "Taxes Excluded" clause specifies that the prices or fees stated in the agreement do not include applicable taxes, such as sales tax, VAT, or other government-imposed charges. In practice, this means that any required taxes will be added to the invoice amount and are typically the responsibility of the buyer or recipient to pay in addition to the base price. This clause ensures clarity regarding the parties' financial obligations and prevents disputes over whether taxes are included in the agreed-upon price.
Taxes Excluded. The indemnity provided for in Section 14(a) above shall not extend to any Taxes not due in whole or part to: (1) the acts or omissions of Lessee; (2) the delivery or acceptance of the Aircraft by or to Lessee; (3) the use, possession, maintenance or operation of the Aircraft by Lessee; (4) the misrepresentations of Lessee; or (v) the breach of any covenant or warranty by Lessee. The indemnity provided for in Section 14(a) above shall not extend to any of the following:
(i) in the case of the Lessor and its respective successors, transferees or assigns permitted under the terms of the Operative Agreements, taxes on, based on, or measured by, the income, capital, franchises, excess profits or conduct of business (other than taxes which are in the nature of sales, use, value added, excise, license or property taxes) of such Indemnified Party imposed by the United States of America or any state or local or foreign government or other taxing authority (collectively, "Income Taxes") other than "Covered Income Taxes" (as such term is defined below);
(ii) in the case of each Financier and the Security Trustee and their respective successors, transferees or assigns permitted under the terms of the Operative Agreements, taxes on, based on, or measured by income, receipts, capital, franchises or conduct of business of such Indemnified Party, other than such Taxes imposed by any taxing authority of any jurisdiction to the extent such Taxes exceed the amount that would have been imposed had the Aircraft never been operated to or used in such jurisdiction;
(iii) Taxes relating to the Aircraft for any period after the expiration or early termination of the Term and return of the Aircraft by Lessee, except that Taxes incurred in connection with the exercise of any remedies pursuant to Section 16 hereof following the occurrence of an Event of Default or pursuant to Exhibit D shall not be excluded from the indemnity provided for in Section 14(a) hereof;
(iv) Taxes imposed against the Owner Trustee or Security Trustee with respect to any fees received by it for services rendered in its capacity as Security Trustee under the Mortgage and Taxes imposed on the Lessor with respect to fees or compensation for services rendered in its capacity as Trustee under the Trust Agreement;
(v) as to any Indemnified Party, Taxes in respect of the Aircraft or the Operative Agreements which arise out of or are caused by the willful misconduct or gross negligence of such Indemnified Party, or ...
Taxes Excluded. The indemnity provided in Section 7.1 (b) shall not include:
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis);
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereof (but not excluding an Income Tax required to make a payment on an After-Tax Basis); provided, however, that this exclusion shall not apply to the extent such Taxes relate directly or indirectly to (I) the use, location of any item of the Equipment or the activities of the Lessee in the taxing jurisdiction, (II) the presence or organization of the Lessee in the taxing jurisdiction, (III) any payment by or on behalf of the Lessee being made from the taxing jurisdiction, or (IV) the execution or delivery of any Operative Agreement by the Lessee in the taxing jurisdiction; provided, further, however, that the preceding proviso shall not apply to any Taxes that are solely attributable to the fact that the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or a principal place of business in the taxing jurisdiction (determined without regard to the transactions contemplated by the Operative Agreements);
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the voluntary sale, transfer or other disposition, or any involuntary sale, transfer or other disposition resulting from a bankruptcy or similar proceeding for relief of debtors in which such Equity Tax Indemnitee is a debtor, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is during the continuance of a Lease Event of Default or is otherwise pursuant to the Lessor's exercise of its rights under the Operative Agreements or is as a result of (x) any substitution, replacement, improvement, modification or addition to the Equipment or any portion thereof by the Lessee, a Sublessee, or a Related Person to the Lessee or Sublessee, (y) a requirement of the Lessee in the Operative Agreements or under applicable law, or (z) a purchase of the Equipment or any Unit thereof pursuant to the Lease or the other Operative Agreements;
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they...
Taxes Excluded. Nothing herein contained requires, or shall be construed to require, Lessee to pay any property, gift, estate, inheritance, or other tax assessed against Lessor, its successors or assigns, or any income or other tax, assessment. charge, or levy on the Rent payable by Lessee under this Lease.
Taxes Excluded. The indemnity provided for in paragraph (b) above shall not extend to any of the following:
(i) Taxes imposed by any federal, state or local government, or any political subdivision thereof or any foreign government or taxing authority, which are based upon, measured by or in respect to gross or net income or gross or net receipts (including all Taxes which are in the nature of a gross or net income tax); Taxes on items of preference or any minimum tax; value added taxes which are imposed in substitution for or in lieu of a gross or net income tax; business and occupation taxes; franchise taxes; or Taxes based upon Lessor’s capital stock or net worth; provided that there shall not be excluded under this subparagraph (i) any Taxes which are (w) value added taxes except for value added taxes that are net income Taxes (it being understood and agreed that, as of the date hereof, Mexican value added taxes and Canadian value added taxes are not net income Taxes), (x) sales, use, property, license, rental, ad valorem or Taxes in the nature thereof (including, for the avoidance of doubt, the Mexican asset tax (impuesto al activo), it being understood and agreed that, as of the date hereof, the Mexican asset tax is in the nature of a sales, use, property, license, rental or ad valorem tax) imposed by a state or local government of the United States or a foreign government or taxing authority, (y) imposed by any government or taxing authority of or in a foreign country if, and to the extent, such Taxes would have been imposed had the sole connection between the Tax Indemnitee and such foreign country been the presence in such country of any Unit or any part thereof or the presence or activities of Lessee or any user of the Equipment in, or the making of payments from, such country or (z) imposed in excess of Taxes that would have been imposed had title to the Units been transferred on the Settlement Date;
(ii) Taxes imposed with respect to any period after (A) the satisfaction by Lessee of all of its obligations under the Operative Agreements and (B) the earliest of (x) the return of possession of the Equipment to Lessor or the placement of the Equipment in storage at the request of Lessor, in either case pursuant to Section 6 hereof and only so long as no Event of Default shall have occurred and be continuing, (y) the termination of the Lease Term pursuant to Section 10 hereof, or (z) the discharge in full of Lessee’s obligation to pay the Termination Value or the ...
Taxes Excluded. The indemnity provided for in paragraph 13(b) above shall not extend to any of the following (in each case, except in the case of otherwise indemnifiable or payable under the Operative Documents, on an After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for such Taxes on an After-Tax Basis):
(1) Federal income taxes;
(2) In the case of each Tax Indemnitee, (i) net income taxes and (ii) taxes that would not have been incurred but for such Tax Indemnitee or an Affiliate of such Tax Indemnitee being organized in the jurisdiction imposing such taxes or conducting activities therein that are unrelated to the transactions contemplated by the Operative Documents; provided that this Exclusion shall not apply to net income taxes imposed on a Certificate Holder's income from this transaction by jurisdictions in which such Certificate Holder is not otherwise subject to such Taxes to the extent such net income Taxes (after reduction for all net income Tax savings in other jurisdictions resulting from the imposition of the Taxes described in the preceding portion of this proviso) exceed the net income taxes that would have been payable if the Master Lease had been treated as a secured loan by such taxing jurisdiction (unless such Certificate Holder has reported the transaction to such taxing jurisdiction as a lease without being requested to do so by Lessee in writing or required to do so by such taxing jurisdiction);
(3) Taxes imposed by any government or taxing authority of a foreign country, or any political subdivision thereof, or an international taxing authority, except Taxes that would not have been incurred but for the Lessee's becoming a foreign entity or the Lessee's making payments to a Tax Indemnitee from a foreign jurisdiction;
Taxes Excluded. The provisions of paragraph (a) of this Schedule III shall not apply to, and the Borrower shall have no indemnity liability to a Tax Indemnitee pursuant to paragraph (a) of this Schedule III with respect to: [**]
Taxes Excluded. Nothing herein contained shall be deemed to require, or shall be construed to require, Tenant to pay any income, estate, gift, inheritance, succession, or transfer taxes, and any tax on rents.
Taxes Excluded. Nothing herein contained requires, or shall be construed as requiring, Tenant to pay any property, gift, estate, inheritance, or other tax assessed against Landlord, his heirs, or successors or assigns not directly concerned with the real property herein leased or the activities of Tenant thereon, or any income, or other tax, assessment, charge, or levy on the rent payable by Tenant under this Lease. But if any of the foregoing shall become a lien on the demised premises or any part thereof, or if Tenant shall be required by law to pay any such tax, charge, or levy, or interest or penalty thereon, or if Tenant shall be required to pay any such tax, charge, or levy in order to protect its leasehold in the property from any foreclosure or other proceeding that may be taken by any government or governmental agency, office, or body, to recover such tax, charge, or levy as may have been levied, assessed, or imposed as hereinabove set forth, or interest or penalty thereon, he shall have and is hereby granted a lien against the demised premises by reason of said payment and to the extent thereof. Any such amount so paid by Tenant for or on behalf of Landlord, his heirs or successors or assigns shall be repaid by Landlord, his heirs, or successors or assigns to Tenant, provided, however, that in the event Landlord, his heirs, or successors or assigns refuses or fails to repay the amount on written demand therefor, Tenant shall have the right to deduct the amount of said payment from subsequent rental payments as may be due hereunder.
Taxes Excluded. All payments hereunder are exclusive of any and all sales, use, excise, import, export, value-added and similar taxes and governmental charges. If, under applicable law, Distributor is required to withhold any tax, than Company may require that the amount of the applicable payment shall be automatically increased to totally offset such tax so that the amount actually remitted to Company, net of all taxes, equals the amount invoiced or otherwise due.
Taxes Excluded. The indemnity provided for in Section 8.2(b) shall not extend to any of the following: