Determination of Taxability. (i) Solely with respect to Tax-Exempt Notes, in the event a Determination of Taxability occurs, to the extent not payable to each Noteholder (or to the Purchaser for the period that it was the Noteholder of any of the Tax-Exempt Notes) under the terms of the Trust Agreement and the Tax-Exempt Notes, the County hereby agrees to pay to each Noteholder (or, if applicable, the Purchaser) on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Noteholder (or, if applicable, the Purchaser) on the Tax-Exempt Notes during the period for which interest on the Tax-Exempt Notes is included in the gross income of such Noteholder (or, if applicable, the Purchaser) if the Tax-Exempt Notes had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Noteholder (or, if applicable, the Purchaser) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Noteholder (or, if applicable, the Purchaser) as a result of interest on the Tax-Exempt Notes becoming included in the gross income of such Noteholder (or, if applicable, the Purchaser), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Noteholder (or, if applicable, the Purchaser) in connection therewith;
Determination of Taxability. (a) In the event a Determination of Taxability occurs, the Borrower hereby agrees to pay to the Lender or any Noteholder on demand therefor
Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the funds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 of the Indenture.
Determination of Taxability. If a Determination of Taxability occurs, the Company shall immediately pay Additional Rent as provided in Section 5.2(b)(i), and the Trustee, following such Determination of Taxability, shall call for redemption and prepayment of all Bonds then Outstanding as provided in Section 304 of the Indenture. The Company shall immediately give notice to the Issuer, the Credit Provider and the Trustee upon receipt of notice by the Company of a Determination of Taxability.
Determination of Taxability. No event or circumstance exists which could reasonably be expected to have an adverse effect on the exemption of interest on the Ontario Industrial Development Authority, Adjustable Tender Industrial Development Revenue Bonds (X.X. Xxxxxxxx & Co. - West Coast Project) Series 1985 from federal income taxation.
Determination of Taxability. (a) In the event a Determination of Taxability occurs, the Obligor hereby agrees to pay to the Administrative Agent for the ratable benefit of each Bondholder on demand therefor (i) an amount equal to the difference between (A) the amount of interest that would have been paid to such Bondholder on the Bonds during the period from the Taxable Date to the date of the Determination of Taxability if the Bonds had borne interest at the Taxable Rate (the “Taxable Period”), and (B) the amount of interest actually paid to the Bondholder during the Taxable Period, and (ii) an amount equal to any interest, penalties or charges owed by such Bondholder as a result of interest on the Bonds accrued in the Taxable Period becoming included in the gross income of such Bondholder, together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Bondholder in connection therewith;
Determination of Taxability. (i) In the event a Determination of Taxability occurs, the City hereby agrees to pay to the Bank (and, if applicable, each Participant) on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to the Bank (and, if applicable, each Participant) on the Loan during the period for which interest on the Loan is included in the gross income of the Bank (and, if applicable, each Participant) if the Loan had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Bank (and, if applicable, each Participant) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by the Bank (and, if applicable, each Participant) as a result of interest on the Loan becoming included in the gross income of the Bank (and, if applicable, each Participant), together with any and all reasonable attorneys’ fees, court costs, or other out-of-pocket costs incurred by the Bank (and, if applicable, each Participant) in connection therewith;
Determination of Taxability. (i) In the event a Determination of Taxability occurs with respect to any Notes, to the extent not payable to each Noteholder (or to the Bank for the period that it was the Noteholder of any of the Notes) under the terms of the Ordinance and the Notes, the Issuer hereby agrees to pay to each Noteholder (or, if applicable, the Bank) on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Noteholder (or, if applicable, the Bank) on such Notes during the period for which interest on such Notes is included in the gross income of such Noteholder (or, if applicable, the Bank) if such Notes had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Noteholder (or, if applicable, the Bank) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Noteholder (or, if applicable, the Bank) as a result of interest on such Notes becoming included in the gross income of such Noteholder (or, if applicable, the Bank), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Noteholder (or, if applicable, the Bank) in connection therewith; provided, that, subject to the provisions of Section 1.4(d) hereof, in no event shall the interest rate borne by the Notes exceed the Maximum Interest Rate.
Determination of Taxability. If Lender receives notice of a “Determination of Taxability” (as hereinafter defined), the rate of interest on the Note shall be automatically increased, effective as of the “Date of Taxability” (as hereinafter defined) to an annual interest rate equal to the Taxable Rate (as defined in the Note) effective as of the Date of Taxability, in which event the Loan Repayments required hereunder by the Borrower shall be adjusted accordingly with the increased payments required pursuant to the Series 2010 Note. In such case, the Borrower agrees also to pay to the Lender forthwith an amount equal to the aggregate difference between (i) the amounts actually paid between the Date of Taxability and the date of receipt of notice of the Determination of Taxability and (ii) the payments due during such period based upon the Taxable Rate, together with the amount of interest and penalties, if any, incurred by the Lender as a result of such change in taxable status. For the purpose of this Section, a “Determination of Taxability” shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction, or an opinion of Bond Counsel, which holds that the interest payable on the Note is includable in the gross income of the holder for federal income tax purposes, if the period, if any, for contest or appeal of such action, ruling or decision by the Borrower or Lender has expired without any such contest or appeal having been properly instituted by the Lender or the Borrower. The expenses of any such contest shall be paid by the Borrower and neither the Borrower nor the Lender shall be required to contest or appeal any Determination of Taxability but in the event the Borrower determines to contest such Determination of Taxability, either in its own name or on behalf of the Lender, that contest shall be under the control of and at the expense of the Borrower. The “
Determination of Taxability. The Company shall be obligated to prepay the amounts payable hereunder, and accordingly cause redemption of the Bonds pursuant to Section 3.01(a)(ii) of the Indenture, within one hundred eighty (180) days after a Determination of Taxability (as defined below) shall have occurred by prepaying an amount equal to, when added to other funds on deposit in the Bond Fund, (a) 100% of the aggregate principal amount of Bonds Outstanding at the time of a Determination of Taxability plus accrued interest to the redemption date, plus (b) an amount of money equal to the Trustee’s and Paying Agent’s fees and expenses under the Indenture accrued and to accrue until such prepayment and redemption of the Bonds, plus (c) an amount of money equal to all sums due to the Authority under this Agreement. A “Determination of Taxability” shall have been deemed to occur if, as a result of an Event of Taxability, a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or was includable in the gross income of a holder, Beneficial Owner, former holder or former Beneficial Owner of the Bonds for federal income tax purposes under Section 103 (or a successor provision to Section 103) of the Code (other than a holder who is or was a substantial user or related person within the meaning of Section 147(a) of the Code). However, no such decree or action will be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any holder, Beneficial Owner, former holder or former Beneficial Owner of a Bond, provided that in the event the Company contests such decree or action in the name of a holder, Beneficial Owner, former holder or former Beneficial Owner of a Bond, the Company agrees to pay all expenses of such contest and offers such holder, Beneficial Owner, former holder or former Beneficial Owner indemnity with respect to such expenses, and until conclusion of any appellate review, if sought. If the Trustee receives written notice from any such holder, Beneficial Owner, former holder or former Beneficial Owner stating that (a) the holder, Beneficial Owner, former holder or former Beneficial Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such ...
