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:
Taxes Indemnified. Except as provided below, all payments by the Lessee to any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of withholdings of any nature whatsoever (and at the time that any payment is made upon which any withholding is required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding 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, all fees (including, without limitation, license fees and registration fees), taxes (including, without limitation, income, gross receipts, franchise, sales, use, value added, 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 ("Taxes") imposed against any of the Tax Indemnitees, any item of Equipment or Pledged Equipment or the Lessee, upon, arising from or relating to
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:
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 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. The Lessee agrees to pay promptly when due, and will indemnify and hold harmless each Tax Indemnitee on an After-Tax Basis against, all taxes, fees, withholdings, and governmental charges attributable to the transactions contemplated herein including all license, recording, documentary, registration and other fees and all taxes (including, without limitation, income, adjusted gross income, gross receipts, franchise, net worth, capital, sales, rental, use, value added, property (tangible and intangible), ad valorem, excise and stamp taxes), fees, levies, imposts, recording duties, charges, assessments or withholdings of any nature whatsoever, together with any assessments, penalties, fines, addition to tax or interest thereon (individually, a "Tax" and collectively called "Taxes"), however imposed (whether imposed upon any Tax Indemnitee, the Lessee, or all or any part of the Units or any payment made in connection with the transactions contemplated hereunder), by any federal, state or local government or taxing authority in the United States of America, or by any government or taxing authority of a foreign country, of any political subdivision or taxing authority thereof or by a territory or possession of the United States of America or an international taxing authority, upon or with respect to, based upon or measured by:
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:
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:
Taxes Indemnified. Subject to the exclusions stated in subsection (c) below (except with respect to clause (v) of subsection (b), which shall apply without regard to the exclusions set forth in subsection (c)), Lessee agrees to indemnify and hold harmless each Tax Indemnitee, taking into account all taxes payable by the Tax Indemnitee as a result of the accrual or receipt of an indemnity payment hereunder, 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:
Taxes Indemnified. The Selling Securityholders shall be responsible for, and shall (without any right of contribution from any Acquired Company or any right of indemnification against any Acquired Company), indemnify, defend and hold harmless the Buyer Indemnified Parties (as defined herein) from and against any and all Taxes imposed by any Governmental Entity on the Acquired Companies with respect to any Pre-Closing Tax Period (including, without limitation, the Taxes contemplated in Sections 5.9(a) and (b)) to the extent that such Taxes are in excess of the provision for Taxes in the Company's Most Recent Financial Statement as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of such Acquired Companies in filing their Tax Returns. The Buyer shall be responsible for, and shall indemnify and hold harmless the Selling Securityholders from, all Taxes imposed by any Governmental Entity on the Acquired Companies with respect to any Post-Closing Tax Period. Any claim for indemnification pursuant to this Section 5.9(h) shall be governed by the provisions of ARTICLE VII; PROVIDED, HOWEVER, that the procedures for dealing with claims from Governmental Entities relating to Taxes shall be governed by Section 5.9(a) rather than Section 7.3(a).
