Income Tax Indemnity. Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor's demand and at Lessor's option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor's successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee's representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor's failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.
Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor as follows:
Income Tax Indemnity. Subject to Section 3.3 hereof, if, as a result of an Tax Indemnifying Party Act, a Tax Indemnitee,
Income Tax Indemnity. (a) The Foundation shall unconditionally, irrevocably and absolutely indemnify, defend and hold harmless the Income Tax Indemnified Parties from and against the net amount of Federal, state and local income tax liabilities (together with any penalties, interest, fines, additions to tax, costs and expenses, including attorneys' and other professional fees incurred in connection with the defense, settlement or compromise thereof), including those tax liabilities, if any, resulting from the receipt of indemnity payments by the Company pursuant to this Agreement (the "Tax Indemnification Amount"), incurred by any of the Income Tax Indemnified Parties, as a result of a determination by the IRS or other appropriate state or local authority that the Transfer and Assumption Transaction, the Charter Conversion Transaction, the Reincorporation Merger Transaction, or the RIT/New RIT Merger Transaction constitutes a taxable transaction and/or result in the recognition of gain for Federal income tax purposes under any section of the Code, including under section 337(d) of the Code (each of such transactions is referred to herein as a "Tax Indemnification Transaction"), or for state or local income tax purposes under any comparable provisions of state or local income tax laws. The Tax Indemnification Amount shall be calculated as if the Tax Indemnification Transaction(s) which cause(s) a Tax Indemnification Amount to be incurred by an Income Tax Indemnified Party creates the only item of taxable income (determined without deduction for expenses incurred in the year in issue) of the Income Tax Indemnified Party for the year in issue and is taxable at the highest maximum applicable rate. The Tax Indemnification Amount shall not be reduced by carryovers from prior years of credits, net operating losses or similar tax benefits. Notwithstanding the foregoing, the Foundation shall have no obligation to indemnify any of the Income Tax Indemnified Parties as set forth in this Section 2(a) if in connection with the imposition of tax liability under any section of the Code, including under section 337(d) of the Code, or under state or local tax laws, it is determined that such imposition is a result of the Reorganization not being consummated in accordance with the terms of the Reorganization Agreement.
Income Tax Indemnity. Lessee and Lessor agree that Lessor will be entitled to accelerated cost recovery or depreciation deductions with respect to the Leased Vehicles, and should, under any circumstances whatsoever, except as specifically below set forth, either the United States government or any state tax authority disallow, eliminate, reduce, recapture, or disqualify, in whole or in part, any benefits consisting of accelerated cost recovery (or depreciation) deductions with respect to any Leased Vehicle, Lessee will then indemnify Lessor by payment to Lessor, upon demand, of a sum which will be equal to the amount necessary to permit Lessor to receive (on an after-tax basis over the full term of the Lease) the same after-tax cash flow and after-tax yield assumed by Lessor in evaluating the transactions contemplated by this Lease (referred to hereafter as "Economic Return") that Lessor would have realized had there not been a loss or disallowance of such benefits, together with, on an after-tax basis, any interest or penalties which may be assessed by the governmental authority with respect to such loss or disallowance. In addition, if Lessee makes any addition or improvement to any Leased Vehicle, and as a result thereof, Lessor is required to include an additional amount in its taxable income, Lessee will also pay to Lessor, upon demand, an amount which will be equal to the amount necessary to permit Lessor to receive (on an after-tax basis over the full term of the Lease) the same Economic Return that Lessor would have realized had such addition or improvement not been made. Lessee will not be obligated to pay any sums required in this Paragraph 15(b) with respect to any Leased Vehicle in the event the cause of the loss of the deductions results solely from one or more of the following events: (i) a failure of Lessor to timely claim accelerated cost recovery (or depreciation) deductions for the Leased Vehicle in Lessor's tax return, other than a failure resulting from the Lessor's determination based upon opinion of counsel or otherwise, that no reasonable basis exists for claiming accelerated cost recovery (or deprecation) deductions, or (ii) a failure of Lessor to have sufficient gross income to benefit from accelerated cost recovery (or depreciation) deductions. Xxxxxx agrees to promptly notify Xxxxxx of any claim made by any federal or state tax authority against the Lessor with respect to the disallowance of such accelerated cost recovery (or depreciation) deductions.
Income Tax Indemnity. Lessee and Lessor hereby agree and assume as follows:
Income Tax Indemnity. (i) Tax Assumptions. In entering into this Agreement and related documents, the T-Mobile Group has made the following assumptions regarding the characterization of the transactions contemplated under this Agreement for federal income Tax purposes (the “Tax Assumptions”):
Income Tax Indemnity. With respect to each Lease, Lessee hereby represents, warrants and agrees as follows:
Income Tax Indemnity. If Closing occurs, from and after the Closing Date, Seller shall timely pay to the applicable Governmental Authority and be liable for, and agree to indemnify, defend and hold harmless each of Buyer and the Acquired Companies from and against (i) all Income Taxes imposed on the Seller and/or any of the Acquired Companies for any Tax period (or, in the case of a Straddle Period, portion thereof) ending on or before the Closing Date, (ii) all Taxes of Seller or any of its Affiliates (whether current or prior) other than the Acquired Companies for all periods, (iii) the breach of the representations in respect of Non-Income Taxes only that are set forth in Section 7.11 and (iv) any United States federal, state or local Income Taxes of the Seller or the Acquired Companies as a direct consequence of making of a Section 338(h)(10) or 338(g) election contemplated by Section 13.3.1. In addition, Seller shall indemnify and hold Buyer and UAP Canada harmless from and against (without duplication) any Income Taxes imposed on UAP Canada or any reduction in the Income Tax deductions that could otherwise have been claimed by UAP Canada in the calculation of its income for Canadian Tax purposes in respect of the receivables transferred to UAP Canada as part of the transfer of the Canadian Business that may be 144 sustained, suffered or incurred by either of them as a result of the failure of Seller to file the election provided for by section 9.3.6(ii).
Income Tax Indemnity. The Company agrees to indemnify and hold Newcup, each holder of an Equity Interest in Newcup, and each Indemnitee (as defined in Section 8.02 harmless from and against any and all actions, suits, claims, costs, expenses, losses, liabilities and/or obligations (including interest and penalties, and including fees and expenses of attorneys, accountants, and other professionals) asserted against or incurred or suffered by Newcup, any holder of an Equity Interest in Newcup and/or any other Indemnitee by reason of, in connection with or relating to any income taxes incurred by or attributable to Newcup, any holder of an Equity Interest in Newcup or any Indemnitee arising as a result of (a) any recharacterization of any interest accruing with respect to the Notes , (b) any adjustment or disallowance of the deductibility of any interest accruing with respect to the Notes or (c) the recognition by Newcup or any holder of an Equity Interest in Newcup of any taxable income. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either this arrangement or any matter referred to in this Agreement is hereby waived by the parties hereto. The provisions of this Section 8.03 shall survive any termination of this Agreement including the payment in full of all of the Obligations evidenced by the Notes and the other Note Purchase Documents.
