Preservation of Tax Exempt Status. In order to preserve the tax-exempt status of the G.O. Bonds, the Public Entity agrees as follows:
A. It will not use the Real Property or, if applicable, Facility, or use or invest the G.O. Grant or any other sums treated as “bond proceeds” under Section 148 of the Code including “investment proceeds,” “invested sinking funds,” and “replacement proceeds,” in such a manner as to cause the G.O. Bonds to be classified as “arbitrage bonds” under Section 148 of the Code.
B. It will deposit into and hold all of the G.O. Grant that it receives under this Agreement in a segregated non-interest bearing account until such funds are used for payments for the Project in accordance with the provisions contained herein.
C. It will, upon written request, provide the Commissioner of MMB all information required to satisfy the informational requirements set forth in the Code including, but not limited to, Sections 103 and 148 thereof, with respect to the G.O. Bonds.
Preservation of Tax Exempt Status. In order to preserve the tax-exempt status of the G.O. Xxxxx, the Public Entity agrees as follows:
A. It will not use the Real Property or use or invest the LRIP Grant or any other sums treated as “bond proceeds” under Section 148 of the Code (including “investment proceeds,” “invested sinking funds” and “replacement proceeds”) in such a manner as to cause the G.O. Bonds to be classified as “arbitrage bonds” under Code Section 148.
B. It will deposit and hold the LRIP Grant in a segregated non-interest-bearing account until such funds are used for payments for the Project.
C. It will, upon written request, provide the Commissioner all information required to satisfy the informational requirements set forth in the Code, including Sections 103 and 148, with respect to the G.O. Bonds.
D. It will, upon the occurrence of any act or omission by the Public Entity that could cause the interest on the G.O. Bonds to no longer be tax exempt and upon direction from the Commissioner, take such actions and furnish such documents as the Commissioner determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal taxation, which such action may include: (i) compliance with proceedings intended to classify the G.O. Bonds as a “qualified bond” within the meaning of Code Section 141(e), or (ii) changing the nature of the use of the Real Property so that none of the net proceeds of the G.O. Bonds will be deemed to be used, directly or indirectly, in an “unrelated trade or business” or for any “private business use” within the meaning of Code Sections 141(b) and 145(a).
E. It will not otherwise use any of the LRIP Grant or take, permit or cause to be taken, or omit to take, any action that would adversely affect the exemption from federal income taxation of the interest on the G.O. Bonds, and if it should take, permit or cause to be taken, or omit to take, as appropriate, any such action, it shall take all lawful actions necessary to correct such actions or omissions promptly upon obtaining knowledge thereof.
Preservation of Tax Exempt Status. Borrower will not take any action that would cause the Interest on the Bond to become includable in gross income of the holder thereof for federal income tax purposes under the Code, and Borrower will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that such Interest does not become includable in gross income of the holder thereof for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).
Preservation of Tax Exempt Status. In order to preserve the tax-exempt status of the G.O. Xxxxx, the Grantee agrees as follows:
A. It will not use the Real Property or, if applicable, Facility, or use or invest the Council Grant or any other sums treated as “bond proceeds” under Section 148 of the Code including “investment proceeds,” “invested sinking funds,” and “replacement proceeds,” in such a manner as to cause the G.O. Bonds to be classified as “arbitrage bonds” under Section 148 of the Code.
B. It will, upon written request, provide the Commissioner of MMB all information required to satisfy the informational requirements set forth in the Code including, but not limited to, Sections 103 and 148 thereof, with respect to the G.O. Bonds.
C. It will, upon the occurrence of any act or omission by the Grantee or any Counterparty that could cause the interest on the G.O. Bonds to no longer be tax exempt and upon direction from the Commissioner of MMB, take such actions and furnish such documents as the Commissioner of MMB determines to be necessary to ensure that the interest to be paid on the G.O. Bonds is exempt from federal taxation, which such action may include either: (i) compliance with proceedings intended to classify the G.O. Bonds as a “qualified bond” within the meaning of Section 141(e) of the Code, (ii) changing the nature or terms of the Use Contract so that it complies with Revenue Procedure 97-13, 1997-1 CB 632, or (iii) changing the nature of the use of the Real Property or, if applicable, Facility so that none of the net proceeds of the G.O. Bonds will be used, directly or indirectly, in an “unrelated trade or business” or for any “private business use” (within the meaning of Sections 141(b) and 145(a) of the Code), or (iv) compliance with other Code provisions, regulations, or revenue procedures which amend or supersede the foregoing.
Preservation of Tax Exempt Status. In the event the County issues Tax-Exempt Bonds to provide funds for the Building for Culture Program, and in addition to the requirements set forth above, as long as the Bonds are outstanding:
A. 4Culture and the County will take all actions necessary to prevent interest on any Tax-Exempt Bonds from being included in gross income for federal income tax purposes, and they will neither take any action nor make or permit any use of proceeds from the sale of such Tax-Exempt Bonds (or of any other funds that may be deemed to be proceeds of such Tax‑Exempt Bonds pursuant to Section 148 of the Code), at any time during the term thereof, that will cause interest on such Tax‑Exempt Bonds to be included in gross income for federal income tax purposes.
B. 4Culture and the County will, to the extent the arbitrage rebate requirement of Section 148 of the Code is applicable to any Tax-Exempt Bonds, take all actions necessary to comply (or to be treated as having complied) with that requirement in connection with such Tax‑Exempt Bonds, including the calculation and payment of any penalties that the County has elected to pay as an alternative to calculating rebatable arbitrage, and the payment of any other penalties if required under Section 148 of the Code to prevent interest on such Tax‑Exempt Bonds from being included in gross income for federal income tax purposes.
C. 4Culture and the County will: (i) provide certificates required by bond counsel or in accordance with the Code, when any Series of Tax-Exempt Bonds is sold and/or later, in order to establish or maintain the tax exempt status of such Tax-Exempt Bonds; (ii) comply with changes in applicable provisions of the Code or regulations promulgated thereunder in order to preserve the tax exempt status of any Tax-Exempt Bonds; (iii) comply with any requirements imposed in the Code in order to preserve the tax exempt status of any Tax-Exempt Bonds; and (iv) cooperate in any examination or audit of any Tax-Exempt Bonds by the Internal Revenue Service, including disclosure of any records, contracts, and other materials required by the Internal Revenue Service, as may be required to establish or preserve such exemption or as may be required by the Code.
Preservation of Tax Exempt Status. The Issuer and the Borrower acknowledge that the IRS has a routine tax audit program in place and that the cost of professional representation and compliance with requests for records and other information that are a part of such an audit can be substantial, even if no violation of tax laws are found. The Issuer and the Borrower also recognize that under current administrative procedures the IRS must direct audit inquiries to the Issuer, even though the Borrower has the primary responsibility for maintaining the exclusion of interest on the Bonds from gross income for federal income tax purposes. Upon receipt of notice of the commencement of any audit of the Bonds, the Borrower or the Issuer will notify the other and the Bondholder Representative promptly. Throughout the term of the audit and any subsequent proceedings, the Issuer and the Borrower will provide copies to one another and the Bondholder Representative of any correspondence received from or transmitted to the IRS by the other. The Issuer may hire its own legal counsel to represent its interests in connection with the audit or in any further proceeding that results from the audit. At the request of the Issuer, the Borrower will hire separate legal counsel to represent the Borrower’s interests in the audit. The Borrower, upon written request of the Issuer, will assume responsibility for responding to information and document requests made by the auditor that are within the knowledge or possession of the Borrower. Promptly on demand by the Issuer in writing, the Borrower will pay costs incurred by the Issuer in connection with the audit or any legal or administrative proceeding resulting from the audit (including the Issuer’s reasonable attorney’s fees and expenses). So long as the Borrower shall not be in default under the terms of the Loan Agreement neither the Issuer nor the Borrower shall have the right to represent or otherwise bind the other party in connection with any settlement related to the tax-exempt status of the Bonds.
