IRBs. MRK shall have sole and full responsibility for obtaining and documenting all IRB reviews and approvals relating to the Clinical Trial, including use of the Product in the Clinical Trial. MRK shall upon reasonable request from any JPT member inform the JPT of the status of any IRB approval. MRK shall without undue delay inform the JPT about any withdrawal of any IRB approval.
IRBs of the Agreement provides for the issuance of industrial revenue bonds (“IRBs”) for the limited purpose of obtaining an exemption on sales taxes on construction materials, equipment and furnishings. These IRBs, for purposes of this Agreement, are not to be used for abating the ad valorem taxes on the Project or the various Site Parcels.
IRBs. The UG's Commission shall have approved a Resolution of Intent for the IRB financing described in Section 4.5 below, or Developer shall have waived this requirement in writing;
IRBs. Developer has requested IRB financing in order to pay certain Project Costs pursuant to K.S.A. 12-1741 et seq. Subject to all Applicable Laws and Requirements and subject further to compliance by Developer with all of the UG's requirements for the issuance of IRBs, the parties hereby agree that Developer may use IRB financing to obtain an exemption on sales taxes for construction materials, equipment and furnishings for the Project. However, the parties hereby understand and agree that IRB financing shall not be used for abatement of ad valorem taxes for the Project or the Project Site. Developer agrees to pay all costs and expenses related to the issuance of the IRBs, including without limitation the UG's IRB issuance fees.
IRBs. In addition to, and in no manner in limitation of, any and all other applicable representations and warranties contained in this Agreement, Sellers jointly and severally represent and warrant to Buyer with respect to the IRBs:
(a) Under the terms and conditions of the Indenture and the Loan Agreement, Sellers have the full right, power and authority to cause all of the issued and outstanding IRBs to be paid in full and fully satisfied and discharged as provided in Section 6.14 of this Agreement.
(b) There are no Liens on any of the Purchased Assets or the Business that would be enforceable in law or equity against any of the Purchased Assets, the Business or Buyer following the Closing arising from, relating to or connected with the Indenture, the Loan Agreement, the Letter of Credit, or any other agreement, document, instrument or other arrangement relating to the IRBs (such documents collectively being the "IRB Documents").
(c) No event of default of any kind, and no circumstance or event that could become an event of default if not cured within any applicable cure period, exists or is continuing under any of the IRB Documents.
(d) No circumstance or event of any kind exists that would cause the money deposited into the Bond Fund by Buyer on behalf of Sellers at Closing to be applied to the payment of any obligations of any Person other than the payment in full and full satisfaction and discharge of the IRBs according to Section 6.14 of this Agreement.
IRBs. Sellers shall have delivered the notices to the City of Chicago and the Bank of New York required under Section 9.01 of the IRB Loan Agreement necessary to initiate the redemption of all of the issued and outstanding IRBs, and shall have made arrangements reasonably satisfactory to Buyer to pay in full and to fully satisfy and discharge the IRBs within the time limits stated in Section 6.14 of this Agreement, and to release and terminate as of the date the IRBs are redeemed and paid in full any and all Liens relating to the IRBs.
IRBs. Industrial revenue bonds or solid waste disposal bonds or similar tax-exempt bonds issued by or at the request of the Borrowers.
IRBs. The City also agrees to issue Industrial Revenue Bonds for the limited purpose of providing the Developer an exemption on sales taxes for construction materials for the Project. These IRBs will not provide property tax abatements for the Developer.
IRBs. The City and the Company acknowledge that the Project is expected to be exempt from ad valorem property taxes while owned by the City. The Company agrees to make a payment in lieu of taxes (PILOT) to the City of $456,000 each year for a period of twenty (20) years. Allocation of this payment to the various taxing authorities shall be in the sole discretion of the city and shall be the sole responsibility of the City.
IRBs. In the event (a) any of the industrial development refunding revenue bonds (the "IRBs") identified on Schedule 10.1 to the Credit Agreement are (i) purchased pursuant to section 301(a) of the related indenture or, in the case of a conversion of the interest rate on such IRBs from a seven-day rate to a 30-day rate or vice versa, pursuant to section 302(a) of the related indenture and (ii) not remarketed on the date of the delivery thereof by the holders of such IRBs and (b) a drawing with respect to such purchases is made under any Letter of Credit issued for the benefit of such IRBs, such IRBs shall be, at the time of such drawing, pledged hereunder to the Administrative Agent for the ratable benefit of the Secured Parties in the same manner as the Pledged Debt is pledged hereunder. Such pledge of the IRBs shall be made pursuant to a supplement to this Pledge Agreement containing customary terms and otherwise reasonably acceptable to the Administrative Agent and the Borrower.
