Environmental Control Bonds Clause Samples

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. 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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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. 13.9.2 Liabilities arising under the Environmental Control Bonds are not being assumed by the Buyer and shall be retained by BP Products and its Affiliates, except to the extent such Liabilities result from the Buyer’s failure to comply with its obligations under this Section 13.9. The Buyer acknowledges and agrees that BP Products and its Affiliates reserve the right, in BP Products’ or its relevant Affiliates’ sole discretion, to retire, at any time, any or all of the Environmental Control Bonds. Buyer shall have no obligation to assure compliance with any arbitrage or rebate provisions of Section 148 of the Code with respect to the Environmental Control Bonds or to provide for the payment of any principal, interest, redemption price, tender price, cost of remedial action, counsel fees, issuer fees, trustee fees, loss of financial benefit or the costs of any Internal Revenue Service examination of, the Environmental Control Bonds, provided nothing herein shall be construed to limit Buyer’s Liability for failure to fulfill such obligations under Sections 13.9.3 and 13.9.4 below. The Buyer is obligated to fulfill Buyer’s obligations under Sections 13.9.3 and 13.9.4 only during the time periods specified in such sections. The Buyer is not liable for the taxability of the Environmental Control Bonds except to the extent it results from Buyer’s failure to comply with its obligations under this Section 13.9. 13.9.3 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, any of the Environmental Facilities until the earlier of (a) redemption, cancellation, or retirement of the applicable Environmental Control Bonds or (b) September 10, 2013 (the “Bond Compliance Period”). The Buyer shall use the related Environm...
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Related to Environmental Control Bonds

  • Corporate Actions, Put Bonds, Called Bonds, Etc Upon receipt of Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar Securities to the issuer or trustee thereof (or to the agent of such issuer or trustee) for the purpose of exercise or sale, provided that the new Securities, cash or other Assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit Securities upon invitations for tenders thereof, provided that the consideration for such Securities is to be paid or delivered to the Custodian, or the tendered Securities are to be returned to the Custodian. Unless otherwise directed to the contrary in Instructions, the Custodian shall comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership of which the Custodian receives notice through data services or publications to which it normally subscribes, and shall promptly notify the appropriate Fund of such action. Each Fund agrees that if it gives an Instruction for the performance of an act on the last permissible date of a period established by the Custodian or any optional offer or on the last permissible date for the performance of such act, the Fund shall hold the Custodian harmless from any adverse consequences in connection with acting upon or failing to act upon such Instructions. If a Fund wishes to receive periodic corporate action notices of exchanges, calls, tenders, redemptions and other similar notices pertaining to Securities and to provide Instructions with respect to such Securities via the internet, the Custodian and such Fund may enter into a Supplement to this Agreement whereby such Fund will be able to participate in the Custodian’s Electronic Corporate Action Notification Service.

  • Senior Subordinated Notes (a) At or prior to the Effective Time, the Company, Holding and Acquiror will take all actions as may be necessary to (i) repurchase the aggregate principal amount of the Company's 8-7/8% Senior Subordinated Notes due 2006 (hereinafter referred to as the "Notes") that are tendered to the Company on the terms set forth in Section 8.10 of the Company Disclosure Schedule and such other customary terms and conditions as are reasonably acceptable to Acquiror and (ii) obtain the consent of holders of such principal amount of the Notes outstanding required pursuant to terms of the First Supplemental Indenture dated as of May 26, 1998 between the Company and State Street Bank and Trust Company of California, National Association, as Trustee (the "Indenture"), to amend the terms of the Indenture in the manner set forth in Section 8.10 of the Company Disclosure Schedule (the foregoing clauses (i) and (ii), together the "Debt Offer"). Notwithstanding the foregoing, in no event shall the Company be required to take any action that could obligate the Company to repurchase any Notes or incur any additional obligations to the holders of Notes prior to the Effective Time. (b) The Company shall waive any of the conditions to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by the Acquiror, and the Company shall not, without Acquiror's prior consent, waive any material condition to the Debt Offer, make any changes to the terms and conditions of the Debt Offer set forth in Section 8.10 of the Company Disclosure Schedule or make any other material changes in the terms and conditions of the Debt Offer. Notwithstanding the immediately preceding sentence, Acquiror shall not request that the Company make any change to the terms and conditions of the Debt Offer which decreases the price per Note payable in the Debt Offer, changes the form of consideration payable in the Debt Offer (other than by adding consideration) or imposes conditions to the Debt Offer in addition to those set forth in Section 8.10 of the Company Disclosure Schedule which are materially adverse to holders of the Notes (it being agreed that a request by Acquiror that the Company waive any condition in whole or in part at any time and from time to time in its sole discretion shall not be deemed to be materially adverse to any holder of Notes), unless such change was previously approved in writing by the Special Committee or a majority of the disinterested members of the Board of Directors of the Company. (c) Promptly following the date of this Agreement, Holding, Acquiror and the Company shall prepare an offer to purchase the Notes (or portions thereof) and forms of the related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as other information and exhibits (collectively, the "Offer Documents"). Holding, Acquiror and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of Notes in connection with the Debt Offer shall be subject to the prior review, comment and reasonable approval of Acquiror. Provided that this Agreement shall not have been terminated in accordance with Section 10.1 , the Company shall, promptly after request of Acquiror (but in no event earlier than twenty calendar days after the date hereof), commence the Debt Offer and cause the Offer Documents to be mailed to the holders of the Notes as promptly as practicable following execution of this Agreement. The Company, Holding and Acquiror agree promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. (d) In connection with the Debt Offer, if requested by Acquiror, the Company shall promptly furnish Acquiror with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Notes, each as of a recent date, and shall promptly furnish Acquiror with such additional information (including but not limited to updated lists of Noteholders, mailing labels, security position listings and non-objecting beneficial owners lists) and such other assistance as Acquiror or its agents may reasonably require in communicating the Debt Offer to the record and beneficial holders of Notes.

  • 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.

  • Construction Bonds In accordance with 153.54, et. seq. of the Ohio Revised Code, the recipient shall require that each of its Contractors furnish a performance and payment bond in an amount at least equal to 100 percent (100%) of its contract price as security for the faithful performance of its contract;

  • 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. (25) Article III is hereby amended by adding the following Section 3.19: