Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds Sample Clauses

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings thereon), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a person referred to in Section 103(b)(13) of the 1954 Code); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause the above result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 6.03 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Sublease. The Company covenants and agrees to notify the Trustee and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption of the Bonds upon a determination of taxability.

AutoNDA by SimpleDocs

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision of this Agreement, the Company covenants and agrees that it will not take, authorize or knowingly permit, to the extent such action is within the control of the Company, any action to be taken, including with respect to the Project, or the proceeds of the Bonds (including investment earnings on them), insurance, condemnation, or any other proceeds derived directly or indirectly in connection with the Project, or otherwise which will result in the loss of the excludability of interest on the Bonds from federal gross income under the Code (except for any Bond during any period while any such Bond is held by a “substantial user” or a “related person” (as defined in the Internal Revenue Code of 1954, as amended, and related regulations) with respect to the facilities financed for the Bonds); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause that result. The Company covenants for the benefit of the Bondholders to comply with all of the requirements of Section 802 of the Indenture. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement.‌ The Company acknowledges that in the event of an examination by the Internal Revenue Service of the exclusion of interest on the Bonds from the gross income of their owners for federal income tax purposes under current procedures, it is likely that the Internal Revenue Service will treat the Authority as the “taxpayer” in such an examination. The Company agrees that it will respond, and will direct the Authority to respond, and the Authority agrees that it will respond, in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Authority covenants that it will promptly give written notice to the Company of the commencement of any such examination and will cooperate with the Company, at the Company’s expense (including reasonable fees by counsel) and at its direction, in connection with such examination, unless the Authority has been advised by counsel that the Authority and the Company have actual or potential differing interests. The Company covenants and agrees to notify the Trustee, the Authority and the Insurer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due under this Agreement because of a redemption upon a determination of taxab...

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings thereon), or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the exclusion of interest on the Bonds from the federal gross income of the owners of the Bonds under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a person referred to in Section 147(a) of the Code); and the Company also will not omit to take any action in its power which, if omitted, would cause the above result. Toward that end, the Company covenants that it will comply with all provisions of the Tax Agreement and the Project Certificate. This provision shall control in case of conflict or ambiguity with any other provision of this Agreement.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, or the proceeds of the Bonds (including investment earnings thereon), or any other proceeds derived directly or indirectly in connection with the Project, which will result in the loss of the exclusion of interest on the Bonds from the federal gross income of the owners of the Bonds under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a person referred to in Section 103(b)(13) of the 1954 Code); and the Company also will not omit to take any action in its power which, if omitted, would cause the above result. The inclusion of interest on any Bond in the computation of the adjustment used in determining the alternative minimum tax for certain corporations, the environmental tax imposed by Section 59A of the Code or the branch profits tax on foreign corporations imposed by Section 884 of the Code does not constitute a loss of the exclusion from federal gross income of interest on the Bonds under Section 103 of the Code within the meaning of this Section. This provision shall control in case of conflict or ambiguity with any other provision of this Loan Agreement. The Company covenants and agrees to notify the Trustee, each Major Bondholder and the Issuer of the occurrence of any event of which the Company has notice and which event would require the Company to prepay the amounts due hereunder because of a redemption upon a Determination of Taxability (as defined in the Form of Bond attached to the Indenture as Exhibit A). The Company covenants and agrees that upon the enactment of appropriate changes to the Code it will, at its own expense, use all reasonable efforts to cause to be delivered to the Trustee the Opinion of Tax Counsel referred to in Section 3.02(b) of the Indenture.

Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds. Notwithstanding any other provision hereof or in the Ground Lease, the Company covenants and agrees that it will not knowingly take or authorize or permit, to the extent such action is within the control of the Company, any action to be taken with respect to the Project, the proceeds of the Bonds (including investment earnings thereon) or any insurance, condemnation or other proceeds derived directly or indirectly in connection with the Project which will result in the loss of the exclusion of interest on the Bonds from federal gross income under Section 103 of the Code (except for any Bond during any period while such Bond is held by a person referred to in Section 147(a) of the Code and except for Bonds which may be remarketed as taxable Bonds as provided in the first sentence of Section 3.08(d) of the Indenture); and the Company also will not knowingly omit to take any action in its power which, if omitted, would cause such result. The preceding sentence shall control in case of conflict or ambiguity with any other provision of this Loan Agreement. The Company covenants for the benefit of the Beneficial Owners to comply with all of the requirements of Section 6.03

Related to Company's Obligation with Respect to Exclusion of Interest Paid on the Bonds

Duties with Respect to the Indenture The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.
Amendments, etc. with respect to the Borrower Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.
Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.
Action with Respect to Sale of the Trust Student Loans The Eligible Lender Trustee shall not have the power, except upon the written direction of the Excess Distribution Certificateholder and except as expressly provided in the Basic Documents, to sell the Trust Student Loans after the payment in full of the Notes.
Additional Securities Subject to Agreement Each Stockholder agrees that any other Company Equity Interests which it shall hereafter acquire by means of a stock split, stock dividend, distribution, exercise of warrants or options, purchase or otherwise shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof.