Common use of General Tax Indemnification Clause in Contracts

General Tax Indemnification. (a) Except as provided in Section 19.2(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from on an After-Tax Basis, and to pay in accordance with Section 19.2(f): (i) any and all Taxes of any United States federal taxing authority, state, or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, the Secured Note and any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes arise in connection with the Operative Documents, Property or the transactions or activities contemplated by the Operative Documents, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, or which arises in respect of the operation, possession or use or disposition, after the acquisition thereof by a Tax Indemnitee, of all or any portion of the Property or interest therein, if any, or (E) any leasing, subleasing, sub-subleasing or use of the Property or any interest therein, (ii) other governmental charges or Taxes imposed upon the Property or upon a Tax Indemnitee as a result of ownership of the Property or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all or any portion of the depreciation, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) of, or failure to act by, the Lessee or an Affiliate of Lessee (including, without limitation, the failure to timely restore, rebuild or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event of Loss or any act or omission that is inconsistent with treating this Lease as a “true lease” for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or in connection with the negotiation, execution and delivery thereof), or due to the Property constituting “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Sections 168(h) and (g)(5), respectively as a result of the status of, or act of, Lessee and (v) any interest, penalties or additions to tax payable by the Tax Indemnitee in connection with any of the foregoing (any such amounts described in the foregoing clauses, being deemed to be a “Tax” for purposes of this Section 19.2).

General Tax Indemnification. (a) Except as provided in Section 19.2(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from on an After-Tax Basis, and to pay in accordance with Section 19.2(f): (i) any and all Taxes of any United States federal taxing authority, state, or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, the Secured Note and any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes directly arise in connection with from the Operative Documents, ownership of the Property or the transactions or activities contemplated by the Operative Documentsan interest therein, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, including any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, including any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, (E) transfer taxes payable in connection with any foreclosure or which arises deed in respect lieu of the operation, possession or use or disposition, after the acquisition thereof by foreclosure due to a Tax Indemnitee, Lease Event of all or any portion of the Property or interest therein, if any, Default or (EF) any leasing, subleasing, sub-subleasing or use of the Property or any interest therein, (ii) other governmental charges or Taxes imposed upon the Property or upon a Tax Indemnitee as a result of ownership of the Property or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-quasi governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all or any portion of the depreciation, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) of, or failure to act by, the Lessee or an Affiliate of Lessee (including, without limitation, the failure to timely restore, rebuild or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event of Loss or any act or omission that is inconsistent with treating this Lease as a “true lease” for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or in connection with the negotiation, execution and delivery thereof), or due to the Property constituting “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Sections 168(h) and (g)(5), respectively as a result of the status of, or act of, Lessee and (viii) any interest, penalties or additions to tax Tax payable by the Tax Indemnitee in connection with any of the foregoing (any such amounts described in the foregoing clauses, being deemed to be a “"Tax” " for purposes of this Section 19.2).

General Tax Indemnification. (a) Except as provided in Section 19.2(b19.02(b), Lessee agrees to indemnify each Tax Indemnitee Indemnity against, and hold each Tax Indemnitee Indemnity harmless from from, on an After-Tax Basis, and to pay in accordance with Section 19.2(f19.02(f): (i) any and all Taxes of any United States federal taxing authority, state, state or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax IndemniteeIndemnity, the Lessee, any tenant, subtenant or other user of the Property, any Secured Note and or any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes arise in any case arising under, out of or in connection with or relating to the Operative Documents, the Property or any portion thereof or the transactions or activities contemplated by the Operative Documents, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, of or sales from or any other activity conducted on or about the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, of any requisition or taking thereof, thereof (C) Interim Rent, Base Rent, Renewal Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver, waiver or consent thereto), (D) this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, or which arises arise in respect of the operation, possession or use or disposition, after the acquisition thereof by a Tax IndemniteeIndemnity, of all or any portion of the Property or any part thereof or interest therein, or which arise at the end of the Lease Term, if any, or (E) any leasing, subleasing, sub-subleasing or use of the Property or any part thereof or interest therein, (ii) other governmental charges or Taxes imposed upon the Property or any part thereof or interest therein or upon a Tax Indemnitee Indemnity as a result of ownership of the Property or any part thereof or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all or any portion of the depreciation, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) of, or failure to act by, the Lessee or an Affiliate of Lessee (including, without limitation, the failure to timely restore, rebuild or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event of Loss or any act or omission that is inconsistent with treating this Lease as a “true lease” for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or in connection with the negotiation, execution and delivery thereof), or due to the Property constituting “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Sections 168(h) and (g)(5), respectively as a result of the status of, or act of, Lessee and (viv) any interest, penalties or additions to tax payable by the Tax Indemnitee Indemnity in connection with any of the foregoing (any such amounts described in the foregoing clauses, being deemed to be a “"Tax” " for purposes of this Section 19.219.02).

General Tax Indemnification. (a) Except as provided in Section 19.2(b10.2(c), and subject to the Lessee's contest rights under Section 10.2(f), from and after the Lease Commencement Date, Lessee agrees to indemnify each Tax Indemnitee againstpay and assume liability for, and hold to indemnify, protect, defend, save and keep harmless each Tax Indemnitee harmless from Indemnitee, on an After-Tax Basis, from and to pay in accordance with Section 19.2(f): (i) against any and all Taxes fees (including, without limitation, license, filing, recording, documentation and registration fees), taxes, impositions, levies, assessments, impositions, duties or other charges or withholdings of any United States federal taxing authoritynature whatsoever (together with any related interest, statepenalties, fines or political subdivision additions to tax), including, without limitation, rental, income, sales, use, transfer, leasing, property, value added, ad valorem, excise (including, without limitation, any excise Taxes imposed by section 4975 of the Code), receipts, stamp, withholding, franchise or taxing authoritylicense taxes, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against on or with respect to or in connection with (A) asserted against any such Tax Indemnitee, the Lessee, the Project or any tenant, the Secured Note and component or Part thereof or any amounts and expenses payable thereunder, any financing or refinancing, but only other property relating to the extent such Taxes arise in connection with the Operative Documents, Property or the transactions or activities contemplated by the Operative Transaction Documents, (B) the PropertySenior Debt, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, or which arises in respect of the operation, possession or use or disposition, after the acquisition thereof by a Tax Indemnitee, of all Collateral or any portion of the Property or interest therein, if any, or (E) any leasing, subleasing, sub-subleasing or use of the Property foregoing or any Indemnitee's interest in any of the foregoing, by any Federal, state or local taxing authority in the United States (including any territory or possession of the United States) or any foreign country or political subdivision thereof or any international authority, upon or with respect to (i) the Project and any other property relating to the transactions contemplated by the Transaction Documents or any portion thereof or interest therein, (ii) other governmental charges the construction, requisition, acquisition, acceptance, rejection, delivery, non-delivery, transport, assembly, possession, repossession, control, condition, dismantling, return, abandonment, installation, storage, replacement, manufacture, subleasing, modification, transfer of title, rebuilding, rental, importation, exportation, acquisition, purchase, sale, financing, refinancing, leasing, ownership, maintenance, repair, redelivery, alteration, insuring, control, use, or Taxes imposed upon the Property operation of all or upon a Tax Indemnitee as a result of ownership any part of the Property Project and any other property relating to the transactions contemplated by the Transaction Documents or any portion thereof or interest therein therein, (iii) the rental payments (including, without limitation, sewer or water assessmentsall Basic Rent, Supplemental Rent, and Additional Rent), (iii) payments required receipts or earnings arising from the Project and any other property relating to be made to a governmental or quasi-governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of transactions contemplated by the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all Transaction Documents or any portion of the depreciationthereof or interest therein, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, payable pursuant to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) ofAmended and Restated Lease, or failure any other payment or right to act by, receive payment pursuant to the Lessee or an Affiliate of Lessee Transaction Documents (including, without limitation, any payment of principal, interest, discount or premium on or with respect to the failure to timely restoreSenior Debt), rebuild (iv) the Transaction Documents or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event the issuance of Loss the Senior Debt or any act or omission that is inconsistent with treating this Lease as a “true lease” for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or other document executed and delivered in connection with the negotiation, execution and delivery thereof), consummation or due to the Property constituting “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Sections 168(h) and (g)(5), respectively as a result confirmation of the status of, or act of, Lessee and (v) any interest, penalties or additions to tax payable transactions contemplated by the Tax Indemnitee Transaction Documents or any Indemnitee's interest in connection with any of the foregoing (any such amounts described in foregoing, or the foregoing clausesexecution, being deemed to be a “Tax” for purposes of this Section 19.2).amendment, supplement, 23

General Tax Indemnification. (a) Except as provided in Section 19.2(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from on an After-Tax Basis, and to pay in accordance with Section 19.2(f): (i) any and all Taxes of any United States federal taxing authority, state, or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, the Secured Note and any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes arise in connection with the Operative Documents, Property or the transactions or activities contemplated by the Operative Documents, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, or which arises in respect of the operation, possession or use or disposition, after the acquisition thereof by a Tax Indemnitee, of all or any portion of the Property or interest therein, if any, or (E) any leasing, subleasing, sub-subleasing or use of the Property or any interest therein, (ii) other governmental charges or Taxes imposed upon the Property or upon a Tax Indemnitee as a result of ownership of the Property or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all or any portion of the depreciation, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) of, or failure to act by, the Lessee or an Affiliate of Lessee (including, without limitation, the failure to timely restore, rebuild or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event of Loss or any act or omission that is inconsistent with treating this Lease as a “"true lease” " for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or in connection with the negotiation, execution and delivery thereof), or due to the Property constituting “"tax-exempt use property” " or “"tax-exempt bond financed property” " within the meaning of Code Sections 168(h) and (g)(5), respectively as a result of the status of, or act of, Lessee and (v) any interest, penalties or additions to tax payable by the Tax Indemnitee in connection with any of the foregoing (any such amounts described in the foregoing clauses, being deemed to be a “"Tax” " for purposes of this Section 19.2).

General Tax Indemnification. (a) Except as provided in Section 19.2(b), Lessee agrees to indemnify each Tax Indemnitee against, and hold each Tax Indemnitee harmless from on an After-Tax Basis, and to pay in accordance with Section 19.2(fl9.2(f): (i) any and all Taxes of any United States federal taxing authority, state, or political subdivision or taxing authority, thereof or therein or any other Governmental Authority, which are imposed or levied upon or assessed against or with respect to or in connection with (A) any such Tax Indemnitee, the Lessee, any tenant, the Secured Note and any amounts and expenses payable thereunder, any financing or refinancing, but only to the extent such Taxes directly arise in connection with from the Operative Documents, ownership of the Property or the transactions or activities contemplated by the Operative Documentsan interest therein, (B) the Property, or any part or interest therein, or any additions, modifications or improvements thereto, . or any estate, right, title, or any occupancy, operation, possession of, or sales from or other activity conducted on the Property or any damage to, removal, abandonment, salvage, loss, condemnation, theft, scrapping, destruction of, any requisition or taking thereof, (C) Base Rent, Supplemental Rent or other sums payable under this Lease or any other Operative Document (including, in each case, including any amendment, supplement, waiver, or consent thereto), (D) this Lease or any other Operative Document (including, in each case, including any amendment, supplement, waiver or consent thereto) or the leasehold estate hereby created or any interest therein, (E) transfer taxes payable in connection with any foreclosure or which arises deed in respect lieu of the operation, possession or use or disposition, after the acquisition thereof by foreclosure due to a Tax Indemnitee, Lease Event of all or any portion of the Property or interest therein, if any, Default or (EF) any leasing, subleasing, sub-subleasing or use of the Property or any interest therein, (ii) other governmental charges or Taxes imposed upon the Property or upon a Tax Indemnitee as a result of ownership of the Property or interest therein (including, without limitation, sewer or water assessments), (iii) payments required to be made to a governmental or quasi-quasi governmental authority (or private entity in lieu thereof) which are in lieu of each of the foregoing (whether or not expressly so designated), (iv) any loss to any of Lessor or its direct or indirect owners that is not treated as a pass-through entity for Federal income tax purposes, computed assuming applicability of the highest Federal, state and local income tax rates applicable to such Tax Indemnitee, resulting from a reduction, disallowance, elimination, recapture or disqualification of, or from not claiming (based on a written opinion of counsel that there is no reasonable basis for claiming), all or any portion of the depreciation, interest and amortization deductions claimed (or that would have been claimed but for such opinion of counsel) by the Tax Indemnitee as the owner of the Property and the obligor under the Secured Note for income tax purposes, to the extent such loss is due to any delay, act (voluntary or involuntary, including, but not limited to, any bankruptcy or insolvency) of, or failure to act by, the Lessee or an Affiliate of Lessee (including, without limitation, the failure to timely restore, rebuild or place in service any Improvements in accordance with Section 12.1 and/or Section 12.1A hereof after an Event of Loss or any act or omission that is inconsistent with treating this Lease as a “true lease” for income tax purposes, but in each case excluding any act or omission required or expressly permitted by the Operative Documents or in connection with the negotiation, execution and delivery thereof), or due to the Property constituting “tax-exempt use property” or “tax-exempt bond financed property” within the meaning of Code Sections 168(h) and (g)(5), respectively as a result of the status of, or act of, Lessee and (viii) any interest, penalties or additions to tax Tax payable by the Tax Indemnitee in connection with any of the foregoing (any such amounts described in the foregoing clauses, being deemed to be a “"Tax” " for purposes of this Section 19.2).