LVS » Topics » Taxes

This excerpt taken from the LVS 10-Q filed Nov 15, 2005.
Taxes") arising out of such party's use of such other party's Aircraft and imposed against any Indemnitee, lessee, or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom, or upon or with respect to this Agreement. The indemnifying party shall have the right to contest any Taxes, provided that (a) the indemnifying party shall have given to such other party written notice of any such Taxes, which notice shall state that such Taxes are being contested by the indemnifying party in good faith with due diligence and by appropriate proceedings and that the indemnifying party has agreed to indemnify each Indemnitee against any cost, expense, liability or loss (including, without limitation, reasonable attorneys' fees) arising from or in connection with such contest; (b) in such other party's sole judgment, such other party has received adequate assurances of payment of such contested Taxes; and (c) counsel for such other party shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedings does not, in the sole opinion of such counsel, adversely affect the title, property or rights of such other party. In case any report or return is required to be made with respect to any Taxes, the indemnifying party will either (after notice to the other party) make such report or return in such manner as will show that such party owns, leases or otherwise has exclusive possession



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and control of the Aircraft and send a copy of such report or return to such other party or will notify such other party of such requirement and make such report or return in such manner as shall be satisfactory to such other party. Such other party agrees to cooperate fully with the indemnifying party in the preparation of any such report or return.

(b)        Without limiting the generality of section 9(a), a party using the other party's Aircraft pursuant to this Agreement shall pay to such other party any federal excise taxes applicable with respect to such party's use, or such party's payment for such party's use, of such other party's Aircraft.

10.        Insurance. Each party shall be responsible for all costs to maintain in effect, throughout the Term, insurance policies with respect to its Aircraft providing public liability, property and environmental damage coverage with a combined per occurrence limit of liability of no less than Three Hundred Million Dollars ($300,000,000) and medical expense coverage with a per person limit of liability of no less than Ten Thousand Dollars ($10,000) and providing such other coverages as such party deems appropriate. All insurance policies shall (a) name the other party as an additional insured with respect to such other party's use of such party's Aircraft, (b) not be subject to any offset by any other insurance carried by either party with respect to such other party's use of such party's Aircraft (except for any non-owned insurance coverage that a party may carry that is underwritten by the underwriter(s) of the other party's insurance policies), (c) contain a waiver by the insurer of any subrogation rights against such other party with respect to such other party's use of such party's Aircraft, (d) insure the interest of such other party, regardless of any breach or violation by the party holding the policy or of any other person (other than is solely attributable to the gross negligence or willful misconduct of such other party) of any warranty, declaration or condition contained in such policies, (e) provide that any cancellation or any reduction in the coverage shall not be effective as to such other party until 30 days (or, with respect to war risk insurance, 7 days or such shorter period as may then be customary on the London market, and with respect to cancellation on account of non-payment of premium, 10 days) after receipt by such other party of written notice from the insurer of such cancellation or reduction in coverage, and (f) include a severability of interests endorsement providing that such policy shall operate in the same manner (except for the limits of coverage) as if there were a separate policy covering each insured.

Each party shall submit a copy of this Agreement to the issuer(s) of the insurance policies such party maintains in accordance with this section 10 and shall cause such issuer(s) to provide to the other party a certificate of insurance evidencing compliance with the requirements of this section 10.


Loss or Damage

(a)        Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents, shareholders, members, managers and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging such party's negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys' fees) or damages (collectively, "

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