Environmental Control Bonds Sample Clauses

Environmental Control Bonds. 12.15.1 The environmental facilities listed on Schedule 12.15.1(a) (the “Environmental Facilities”) which are included in the Purchased Assets, were constructed and equipped with the proceeds from the sale of the tax exempt bonds listed on Schedule 12.15.1(b) (collectively, the “Environmental Control Bonds”). Liabilities pursuant to the Environmental Control Bonds shall be retained by the Sellers or their Affiliates, except to the extent such Liabilities result from the Buyer’s failure to comply with its obligations under this Section 12.15. The Buyer acknowledges and agrees that Sellers and their Affiliates reserve the right, in Sellers’ or their relevant Affiliates’ sole discretion, to retire, at any time, any or all of the Environmental Control Bonds. The Buyer hereby covenants and agrees that from and after the Effective Time, for any period that the Buyer continues to operate or have operated on its behalf, the Environmental Facilities until the earlier of (a) redemption, cancellation, or retirement of the applicable Environmental Control Bonds or (b) December 31, 2014, the Buyer shall (i) use the Environmental Facilities in a manner so as to continue the tax-exempt status of the Environmental Control Bonds in accordance with Section 103(b) of the Code and in full compliance with the use requirements set forth in the applicable agreements and tax certifications relating to the Environmental Control Bonds, and (ii) comply with all applicable agreements securing the Environmental Control Bonds relating to the operation, maintenance, insurance, use, removal of Encumbrances, payment of Taxes and keeping of records with respect to the Environmental Facilities; provided, however, the foregoing shall not prevent the Buyer from operating the Purchased Assets, the Business and the Environmental Facilities in substantially the same manner as being conducted by the Sellers and their Affiliates as of the Effective Time. The Buyer agrees to cause the provisions of this Section 12.15 to be binding upon (i) any successors or assigns of the Buyer, (ii) any transferee of all or any portion of the Environmental Facilities, and (iii) any grantee of rights of use and/or operation thereof. If the Buyer is notified at any time prior to January 1, 2018 by Sellers that the Environmental Control Bonds have been selected for audit by the Internal Revenue Service, then the Buyer shall use Reasonable Efforts to provide, at Sellers’ expense, to Sellers such information in the pos...
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Environmental Control Bonds. All rights of the Seller Companies or their Affiliates in and to the Environmental Control Bonds relating to the Refinery Assets or relating to the Excluded Assets;
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Environmental Control Bonds. All rights of the Cogen Company in and to the Environmental Control Bonds relating to the Cogen Company Business or relating to the Excluded Assets;
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Environmental Control Bonds. 13.9.1 The Buyer acknowledges that the construction and equipment of the environmental facilities listed on Schedule 13.9.1(a) (collectively the “Environmental Facilities”), which are included in the Assets, were financed with a portion of the proceeds from the sale of the $189 million tax-exempt bonds listed on Schedule 13.9.1(b) (such bonds, the “Environmental Control Bonds”). In connection with the issuance of the Environmental Control Bonds, BP Products and/or its Affiliates entered into certain agreements as to the use of the Environmental Facilities, designed to maintain the tax exempt status of the interest on the Environmental Control Bonds.
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Environmental Control Bonds. BP Products has, prior to the Closing, complied with the covenants in the documents for the Environmental Control Bonds, including those set forth in Section 13.9, that were made to assure the continued tax exempt status of the Environmental Control Bonds.
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Related to Environmental Control Bonds

  • Senior Subordinated Notes The subordination provisions contained in the Senior Subordinated Notes and in the other Senior Subordinated Note Documents are enforceable against the Borrower and the holders of the Senior Subordinated Notes, and all Obligations are within the definition of "Senior Debt" included in such subordination provisions.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Replacement Bonds In the event that any Bond is not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Bond being herein called a "Special Bond"), the Depositor may so certify to the Trustee and instruct the Trustee to purchase Replacement Bonds which have been selected by the Depositor having a cost and an aggregate principal amount not in excess of the cost and aggregate principal amount of the Special Bonds not so delivered. To be eligible for inclusion in the Trust, the Replacement Bonds which the Depositor selects must: (i) for Trusts containing municipal bonds, yield current interest which is exempt from taxation for federal income tax purposes and, if the Trust is a State Trust, exempt from taxation under the personal income tax law of the particular state involved; (ii) have a fixed maturity or disposition date comparable to the bonds replaced; (iii) be purchased at a price that results in a yield to maturity and in a current return, in each case as of the execution and delivery of the applicable Reference Trust Agreement, which is approximately equivalent to the yield maturity and current return of the Special Bonds which failed to be delivered and for which the Replacement Bonds are substituted; (iv) be purchased within twenty days after delivery of notice of the failed contract to the Trustee or to the Depositor, whichever occurs first and (v) be of comparable credit quality to the Special Bond which failed to be delivered. Any Replacement Bonds received by the Trustee shall be deposited hereunder and shall be subject to the terms and conditions of this Indenture to the same extent as other Bonds deposited hereunder. No such deposit of Replacement Bonds shall be made after the earlier of (i) 90 days after the date of execution and delivery of the applicable Reference Trust Agreement or (ii) the first Distribution Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement.

  • Authorization of the Notes The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

  • Additional Debt Facilities To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

  • Payment of the Notes Not later than 10:00 a.m. (New York City time) on each due date of the principal of, premium, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, redemption payments, premium, if any, and interest so becoming due. All the payments must be in U.S. Dollars.

  • Refunding Bonds In the event that an offer shall be made by an obligor of any of the Bond in a Trust to issue new obligations in exchange and substitution for any issue of Bonds pursuant to a plan for the refunding or refinancing of such Bonds, the Depositor shall instruct the Trustee in writing to reject such offer and either to hold or sell such Bonds, except that if (1) the issuer is in default with respect to such Bonds or (2) in the opinion of the Depositor, given in writing to the Trustee, the issuer will probably default with respect to such Bonds in the reasonably foreseeable future, the Depositor shall instruct the Trustee in writing to accept or reject such offer or take any other action with respect thereto as the Depositor may deem proper. Any obligation so received in exchange shall be deposited hereunder and shall be subject to the terms and conditions of this Indenture to the same extent as the Bonds originally deposited hereunder. Within five days after such deposit, notice of such exchange and deposit shall be given by the Trustee to each Unitholder of such Trust, including an identification of the Bonds eliminated and the securities substituted therefor.

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