Tax Loss. Owner Participant and Lessor shall have received, at Lessee's and the Owner Participant's joint and equal expense, a tax opinion of tax counsel selected by 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 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 Loss. 35 10.1.6.3 Lessee's Obligations with Respect to Replacement Aircraft . . . . . . . . . . . 36 10.1.7
Tax Loss. For 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. 8.02(b) Toxic Substance.............................................................................2.08(g) Voting Agreements ..........................................................................
Tax Loss. Year-to-date pre-tax loss not to exceed $1,250,000 through June 30, 1997; and not to exceed $500,000 through year to date September 30, 1997. ADDITIONAL NEGATIVE COVENANTS The following covenants are part of Article V of the Credit Agreement (Borrower shall also cause any Subsidiary to comply with the following covenants):
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 Loss. For the purposes of this indemnity, any of the following events shall constitute a “Tax Loss”: (i) if as the result of any act or failure to act of Lessee or any Lessee Party or the breach of any of Lessee’s representations, warranties, or covenants set forth in this Tax Rider or any other Lease Document or otherwise, or any bankruptcy of Lessee or any Default or any Event of Default, 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 (including in respect of Bonus Depreciation); (ii) for federal, foreign, state or local income tax purposes, as a result of any act or failure to act of Lessee or any Lessee Party or the breach of any of Lessee’s representations, warranties, or covenants set forth in this Tax Rider or any other Lease Document or otherwise, or any bankruptcy of Lessee or any Default or any Event of Default, any item of income, gain, loss or deduction with respect to the Aircraft or any part thereto is treated as derived from, or allocable to, sources outside the United States, 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, gain, loss and deduction had been from U.S. sources; (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 or any part thereof made or paid for by Lessee or any Lessee Party or any substitution or exchange of the Aircraft or any part thereof; or (iv) if for any reason whatsoever (whether as a result of a breach of Lxxxxx’s representations, warranties or covenants, or acts or omissions, or otherwise) Lessor shall lose, shall not have the right to claim, or shall suffer a disallowance or recapture or shall receive a lower than anticipated economic benefit from the Bonus Depreciation.
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).
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).
