US Airways 2007 Annual Report Download - page 897

(iii) the price of any SCNs that may be mutually agreed upon subsequent to signature of this Agreement.
3.2 The Final Contract Price of an Aircraft
The Final Contract Price of an Aircraft will be the sum of:
(i) the Base Price of the applicable Aircraft, adjusted to the Delivery Date of such Aircraft in accordance with the applicable Seller Price Revision
Formula;
(ii) the price of any SCNs for the Aircraft entered into after the date of signature of this Agreement, as adjusted to the Delivery Date in accordance with
the applicable Seller Price Revision Formula; and
(iii) any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller
relating to the Aircraft.
3.3 Taxes, Duties and Imposts
3.3.1 The Seller will pay any and all taxes, duties, imposts or similar charges of any nature whatsoever, except for taxes based on or measured by the income of
the Buyer, or any taxes of a similar nature or charges levied against the Buyer or its Affiliates for the privilege of doing business in any jurisdiction, that
are (i) imposed upon the Buyer, (ii) imposed upon the Seller with an obligation on the Buyer to withhold or collect the amount thereof from the Seller or
(iii) imposed upon the Buyer with an obligation on the Seller to withhold or collect such amount from the Buyer, and that are levied, assessed, charged or
collected for or in connection with the fabrication, manufacture, modification, assembly, sale, delivery, use of, or payment by it under this Agreement for,
any Aircraft, component, accessory, equipment or part delivered or furnished by it hereunder, provided such taxes, duties, imposts or similar charges have
been promulgated and are enforceable under the laws of any country, province, municipality or other jurisdiction or government entity thereof and are
asserted with respect to events or circumstances occurring on or before Delivery of such Aircraft.
Notwithstanding anything to the contrary in this Clause 3.3.1, the Seller will not be required to bear or pay or to indemnify the Buyer for taxes, imposts,
charges, or duties, (i) to the extent imposed as the result of the Buyer's engaging in activities in the jurisdiction imposing such tax which activities are
unrelated to the transactions contemplated by this Agreement or as the result of being incorporated or organized in such jurisdiction or maintaining an
office or having a place of business or other presence therein, (ii) arising out of or caused by the willful misconduct or gross negligence of the Buyer,
(iii) that are interest, penalties, fines or additions to tax that would not have been imposed but for any failure by the Buyer to file any tax return or
information return in a timely and proper manner, (iv) that are being contested by the Seller in good faith by appropriate proceedings during the pendency
of such contest, or (v) that are imposed on
USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA – 19 of 109
EXECUTION PRIVILEGED AND CONFIDENTIAL