Certain Exceptions. The provisions of Section 8.3.1 shall not apply to, and Owner shall have no liability hereunder for, Taxes:
Certain Exceptions. The provisions of Section 9.3.1 shall not apply to, and Lessee shall have no liability hereunder for, Taxes:
Certain Exceptions. No security interest is or will be granted pursuant hereto in any right, title or interest of any Granting Party under or in (collectively, the “Excluded Assets”):
Certain Exceptions. Notwithstanding anything to the contrary set forth above, if with respect to any particular transaction(s), it is impossible or impracticable under the circumstances to comply with the procedures set forth in Sections 6.5(a) or 6.5(b) hereof (including the time periods specified therein), the parties will cooperate to find a mutually agreeable alternative that will achieve substantially similar economic results from the point of view of the Paying Party or the Other Party, as the case may be (i.e., an alternative pursuant to which the Paying Party will not incur any material interest expense or the Other Party will not be deprived of any material interest income); provided, however, that if a Payee cannot comply with the procedures set forth in Section 6.5(b) hereof because it does not become aware of a Receipt on behalf of the Other Party, then the Payee shall remit such Receipt (without interest thereon) to the Other Party within one Business Day after the Payee becomes aware of such Receipt.
Certain Exceptions. No security interest is or will be granted pursuant hereto in any right, title or interest of any Grantor under or in (collectively, the “Excluded Assets”):
Certain Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, the “Excluded Assets”):
Certain Exceptions. Notwithstanding anything to the contrary set forth above in Section 5.02, if, with respect to any particular transaction(s), it is impracticable under the circumstances to comply with the procedures set forth in this Section 5.03 (including the time periods specified herein), the Parties shall cooperate to find a mutually agreeable alternative that shall achieve substantially similar economic results from the point of view of the Paying Party or the Receiving Party, as applicable, including the paying of interest at an interest rate equal to the Prime Rate on the date or the closest preceding date to the date such payment was due to the Paying Party or the Receiving Party, as applicable, for the period of time starting on the date such payment was due and ending on the date such payment is made such that the Paying Party shall not incur any material interest expense or the Receiving Party shall not be deprived of any material interest income; provided, however, that if a Collecting Party cannot comply with the procedures set forth in Section 5.03(a)(ii) because it does not become aware of a Receipt on behalf of the Receiving Party in time (e.g., because of the commingling of funds in an account), such Collecting Party shall remit such Receipt without interest thereon to the Receiving Party within ten (10) Business Days after it becomes aware of such Receipt.
Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) IP shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transaction, (ii) (in the event that IP chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco shall have provided to IP an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days prior to effecting such action or transaction and IP shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling Request.
Certain Exceptions. Subject to the requirements of the preceding paragraph (a), the Owner Trustee agrees that it will not, without the prior written consent of the Trustor, (i) sell, mortgage, pledge or otherwise dispose of the Aircraft or other assets held in the Trust Estate relating thereto except as otherwise expressly provided for herein, or (ii) amend any Lease or give any consents thereunder.
Certain Exceptions. The provisions of Section 8.1 hereof shall not apply to, and Lessee shall have no liability to Lessor thereunder with respect to, Taxes excluded under any of the following provisions or any combination thereof:
