Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to:
(i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account),
(ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alterat...
Taxes Indemnified. Subject to Section 7.2.2, if the Closing occurs, Lessee agrees to indemnify and hold harmless each Tax Indemnitee on an After-Tax Basis against any and all Taxes imposed on any Tax Indemnitee, Lessee, the Aircraft, the Airframe, any Engine or any Part upon or with respect to (a) the Aircraft, the Airframe, any Engine or any Part, (b) the lease, possession, operation, use, non-use, control, purchase, sale, delivery, redelivery, location, pooling, maintenance, repair, substitution, replacement, registration, re-registration, purchase, sale, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part, (c) any Basic Rent or Supplemental Rent payable by or on behalf of Lessee, (d) any incorrectness of any representations or warranties of Lessee contained in any Operative Document, or any failure of Lessee to perform or observe any covenant, agreement or other obligation to be performed or observed by Lessee, under the Lease or any Operative Document or (e) the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing.
Taxes Indemnified. Subject to the terms and conditions of this Agreement, in addition to any indemnity obligations of the Sellers contained in Article IX, Sellers shall indemnify and hold harmless the Purchaser for:
(i) all Taxes imposed by any Taxation Authority payable by the Purchased Subsidiary (except to the extent that adequate provision has been made for that purpose in the Financial Statements of the Purchased Subsidiary), which arise as a result of, in connection with, or in relation to any Event which occurs or arises on or prior to the Closing Date; and
(ii) all Taxes imposed on the Sellers resulting directly or indirectly from the disposition of the Purchased Subsidiary.
Taxes Indemnified. Subject to the exclusions stated in Section 8.2(c), Mortgagor shall indemnify, pay, defend, protect and hold harmless each Indemnitee against all Taxes, howsoever imposed (whether imposed upon any Indemnitee, Mortgagor, all or any part of the Aircraft, any other Collateral or otherwise), by any federal, state or local government, political subdivision, or taxing authority in the United States, by any government or taxing authority of or in a foreign country or of or in a territory or possession of the United States, or by any international authority, upon or with respect to or in connection with, based upon or measured by, in whole or in part:
(i) the Aircraft, the Airframe, the Engines, the Parts, or any other Collateral or any part of any of the foregoing or interest therein;
(ii) the manufacture, purchase, financing, ownership, delivery, registration or reregistration, redelivery, leasing, charter, possession, use, location, operation, return, storage, transfer of title, sale, acceptance, rejection or other disposition of or action or event with respect to the Aircraft, the Airframe, the Engines, the Parts, or any other Collateral or any part of any of the foregoing or interest therein;
(iii) the rentals, receipts, income or earnings arising from the purchase, financing, ownership, delivery, redelivery, leasing, possession, use, operation, return, storage, transfer of title, sale or other disposition of the Aircraft, the Airframe, the Engines, the Parts, or any other Collateral or any part of any of the foregoing or interest therein;
(iv) the Securities, their issuance or acquisition, or the payments of any amounts thereunder;
(v) the Property, or other proceeds received with respect to the Property, held by Mortgagee hereunder; or
(vi) the Operative Documents or amendments or supplements thereto, their execution or the transactions contemplated thereby.
Taxes Indemnified. Subject to the exclusions stated in subsection (c) below, Lessee agrees to indemnify and hold harmless each Tax Indemnitee, on an After-Tax Basis, against all fees, taxes, levies, assessments, charges or withholdings of any nature, together with any penalties, fines or interest thereon or additions thereto (“Taxes”) imposed upon any Tax Indemnitee or all or any part of the Equipment by any federal, state or local government, political subdivision, or taxing authority in the United States, by any government or taxing authority of or in a foreign country or by any international authority, upon, with respect to or in connection with:
(i) the Equipment or any part of any of the Equipment or interest therein;
(ii) the acquisition, importation, exportation, financing, use or operation with respect to the Equipment or any part of any of the Equipment or interest therein;
(iii) payments of Rent or the receipts, income or earnings arising therefrom;
(iv) any or all of the Operative Agreements; or
(v) otherwise with respect to the transactions contemplated by the Operative Agreements, including any payments thereunder.
Taxes Indemnified. Subject to the exclusions stated in subsection (c) below, Lessee agrees to indemnify and hold harmless each Tax Indemnitee on an After-Tax Basis against all fees, taxes, levies, assessments, charges or withholdings of any nature, together with any penalties, fines or interest thereon or additions thereto (“Taxes”) imposed upon any Tax Indemnitee, Lessee or all or any part of the Equipment by any federal, state or local government, political subdivision, or taxing authority in the United States, by any government or taxing authority of or in a foreign country or by any international authority, upon, with respect to or in connection with:
(i) the Equipment or any part of any of the Equipment or interest therein;
(ii) the acquisition, financing, use or operation with respect to the Equipment or any part of any of the Equipment or interest therein;
(iii) payments of Rent or the receipts, income or earnings arising therefrom;
(iv) any or all of the Operative Agreements or any payments made with respect to the Equipment Notes; or otherwise with respect to the transactions contemplated by or resulting from the Operative Agreements, including any payments thereunder and the exercise of rights and remedies thereunder; or
(v) in the case of Owner Participant and Owner Trustee, any withholding tax and penalties and interest thereon imposed in respect of Equipment Notes held by a Loan Participant who is not a U.S. Person (as defined in Section 7701(a)(30) of the Code).
Taxes Indemnified. Subject to the exclusions stated in paragraph (b) below, the Borrower agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Tax Indemnitee against Taxes imposed on or with respect to any Tax Indemnitee, the Borrower, any other Person, the Designated Aircraft, the Airframe, any Engine or any Part, the Mortgage Estate, the Designated Aircraft, the Loan or the Operative Documents in connection therewith, upon or with respect to or relating to: [**]
Taxes Indemnified. Subject to the exclusions stated in Section 13.2 below, the Borrower agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Tax Indemnitee against Taxes imposed on or with respect to any Tax Indemnitee, the Borrower, the Aircraft, the Airframe, any Engine or any Part, the Collateral, or any Loan in connection therewith, upon or with respect to or relating to:
(a) the Loans, their advance by the Lenders, the payment of any amounts thereon or any refinancing thereof;
(b) property, income, or other proceeds received with respect to the property held by the Tax Indemnitees under the Operative Documents;
(c) the payment of the purchase price pursuant to the Assigned Aircraft Purchase Agreement or any other amount paid or payable pursuant to any Operative Document or any document related thereto or the property or the income or other proceeds with respect to any of the Collateral held by the Security Trustee;
(d) any of the Operative Documents and any other documents contemplated hereby or thereby and amendments and supplements hereto and thereto or the execution, delivery and performance of any thereof or the issuance, acquisition, holding or subsequent transfer thereof or otherwise with respect to or in connection with the transactions described or contemplated herein or therein; or
(e) any reasonable out-of-pocket costs and expenses fairly attributable to any of the foregoing incurred by any Tax Indemnitee.
Taxes Indemnified. Subject to Section 7.2.2, if the Closing occurs, Lessee agrees to indemnify and hold harmless each Tax Indemnitee on an After-Tax Basis against any and all Taxes imposed on any Tax Indemnitee, Lessee, the Aircraft, the Airframe, any Engine or any Part upon or with respect to (a) the Aircraft, the Airframe, any Engine or any Part, (b) the lease, possession, operation, use, non-use, control, purchase, sale, delivery, redelivery, location, pooling, maintenance, repair, substitution, replacement, registration, re-registration, purchase, sale, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part, (c) any Basic Rent or Supplemental Rent payable by or on behalf of Lessee, (d) any incorrectness of any representations or warranties of Lessee CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement contained in any Operative Document, or any failure of Lessee to perform or observe any covenant, agreement or other obligation to be performed or observed by Lessee, under the Lease or any Operative Document or (e) the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing.
Taxes Indemnified. The Lessee agrees to indemnify and hold harmless each Indemnitee against and agrees to protect, save and keep harmless each Indemnitee against, all Taxes that may be imposed upon or with respect to any Indemnitee, the Lessee, this Agreement, the Lease Documents, the Aircraft, the Airframe, any Engine, or any Part or any interest in any of the foregoing, upon, based upon, measured by, in whole or in part, or with respect to:
(a) the Aircraft, the Airframe, any Engine, any Part or any interest in or with respect to the foregoing;
(b) the delivery, location, ownership, manufacture, design, importation, exportation, transfer of title, return, storage, leasing, operation, use, maintenance, repair, alteration, location, subleasing, ownership, purchase, sale, registration, presence, re-registration, subleasing, hire, conditional sale, delivery, redelivery, nondelivery, acceptance, rejection, transport, modification, substitution, replacement or other disposition of or other action or event with respect to the Aircraft, the Airframe, any Engine or Part or any interest with respect to the foregoing;
(c) rent, including all installments of rent, payable under this Agreement;
(d) this Agreement and the other Lease Documents or amendments or supplements thereto and any other documents contemplated thereby or the transactions contemplated thereby or resulting therefrom or the exercise of any rights or remedies thereunder or the enforcement thereof; or
(e) otherwise with respect to or in connection with the transactions contemplated by this Agreement or the other Lease Documents.
