Preservation of Tax Exemption Sample Clauses

Preservation of Tax Exemption. The Lessor shall not take any action with respect to the Project that would adversely affect the exemption, if any, of interest on any Bonds from gross income for federal income tax purposes or would otherwise result in a breach of any representations, conditions, or covenants of the Lessee as set forth in the Bond Documents.
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Preservation of Tax Exemption. The Borrower will not take any action that would adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, nor omit or fail to take any action required to maintain the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.
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Preservation of Tax Exemption. The City covenants and agrees that, in order to assure that the interest on the Loan shall at all times be excludable from gross income for federal income purposes, the City represents and covenants that it will comply with the applicable provisions of Section 103 and Sections 141 through 150 of the Code as follows: (a) The Nicollet Mall Project and all related and attendant facilities that are to be financed with the proceeds of the advances made hereunder (collectively, the “Facilities”) are and will continue to be owned and operated by the City and no portion of the Facilities is or will be managed by anyone other than the City, another governmental entity, or pursuant to a “qualified management agreement” within the meaning of all pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 97-13, 1997-1 C.B. 632 (February 3, 1997), as amended or supplemented. (b) The City will not permit any private business use (as defined in Section 141(b)(1) of the Code) of the Facilities by any non-governmental organization, unless the City has first received an opinion from a nationally-recognized bond counsel to the effect that the proposed private business use of the Facilities by such non-governmental organization will not cause interest on the Loan to become includable in gross income for federal income tax purposes. (c) The City will not permit any private security to be provided or any private payment to be made with respect to the Loan by any non-governmental organization, unless the City has first received an opinion from a nationally-recognized bond counsel to the effect that the proposed private security or private payment by such non-governmental organization will not cause interest on the Loan to become includable in gross income for federal income tax purposes. (d) At least ninety-five (95%) of the net proceeds of the Loan will be used for capital expenditures. (e) The weighted average maturity of the Loan will not exceed one hundred twenty percent (120%) of the estimated economic life of the Facilities, all within the meaning of Section 147(b) of the Code. (f) The City will take no action and will not fail to take any action the result of which would cause the Loan to be determined to be an “arbitrage bond,” within the meaning of Section 148 of the Code and applicable regulations promulgated thereunder.
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Preservation of Tax Exemption if the City agrees in a Supplemental Fiscal Agent Agreement to maintain the exclusion of interest on the Bonds from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion; and
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Preservation of Tax Exemption. Borrower covenants that Borrower will take all actions within its control (or the control of its affiliates) necessary to prevent interest on the Bonds from being included in gross income for federal income tax purposes (excluding any period during which the Bonds are held by a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code), and Borrower will neither take (nor allow any affiliate to take) any action, nor make or permit (nor allow any affiliate to make or permit) any use of proceeds of the Bonds or other funds of Borrower treated as proceeds of the Bonds at any time during the term of the Bonds which would cause interest on the Bonds to be included in gross income for federal income tax purposes. Borrower also covenants that, to the extent arbitrage rebate requirements of Section 148 of the Code are applicable to the Bonds, Borrower will take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with the Bonds, including the calculation and payment of any penalties that Borrower has elected to pay as an alternative to calculating rebatable arbitrage, and the payment of any other penalties if required under Section
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Preservation of Tax Exemption. The Company shall at all times do and perform all acts and things necessary to be done and performed under the Loan Documents in order to assure that interest paid on the Bonds shall, for purposes of Federal income taxation, be excludable from the gross income of the recipients thereof and exempt from taxation, except in the event that such recipient is a Substantial User of the Project Facility or a Related Person thereto.
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Preservation of Tax Exemption. (1) The Borrower covenants and agrees that, in order to assure that the interest on the Note shall at all times be free from federal income taxation, the Borrower represents and covenants with the City and the Lender that it will comply with the applicable provisions of Section 103 and Sections 141 through 150 of the Code and as follows: (a) The Facility is and will continue to be owned and operated by the Borrower and no portion of the Facility is managed by anyone other than the Borrower or a governmental entity or an organization described in Section 501(c)(3) of the Code or pursuant to a “qualified management agreement” within the meaning of all pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 2017-13; (b) The Facility will not be used by the Borrower in an unrelated trade or business, determined by the application of Section 513(a) of the Code; (c) No more than five percent (5%) of the net proceeds of the Note is to be used for any private business use as defined in Section 141(b)(6) of the Code; (d) The payment of the principal of, or interest on, no more than five percent (5%) of the net proceeds of the Note is (under the terms of the Note or any underlying arrangement) directly or indirectly (a) secured by any interest in (i) property used or to be used for a private business use, or (ii) payments in respect of such property, or (b) to be derived from payments (whether or not to the City) in respect of property, or borrowed money, used or to be used for a private business use; (e) The aggregate authorized face amount of the Note (when increased by any outstanding tax-exempt “qualified 501(c)(3) bonds” issued prior to 1997, other than “qualified hospital bonds,” of the Borrower, or any organization with which the Borrower is under common management or control and is a test-period beneficiary determined in accordance with Section 145(b) of the Code) does not exceed $150,000,000 or, alternatively, at least 95% of the net proceeds of the Note will be used for capital expenditures; (f) The weighted average maturity of the Note will not exceed the estimated economic life of the Facility by more than twenty percent (20%), all within the meaning of Section 147(b) of the Code; (g) While the Note remains outstanding, no portion of the proceeds of the Note will be used to provide any airplane, skybox or other private luxury box, any facility prima...
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Preservation of Tax Exemption to make such provisions as are necessary or appropriate to maintain the exclusion of interest on a Series of Bonds from gross income for purposes of federal income taxation; and
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Preservation of Tax Exemption. Pursuant to the terms of various agreements between the City (and the Minneapolis Community Development Agency) and the Xxxxxxx, the “private business use test” of Section 141(b)(1) of the Code and the “private security or payment test” of Section 141(b)(2) of the Code have been and continue to be satisfied with respect to the Parking Ramp. The City has determined to its satisfaction that the Xxxxxxx is a Tax-exempt Organization. Therefore, the Term Loan continues as an obligation the interest on which is not includable in gross income for federal income tax purposes as the City has elected to issue and maintain the Term Loan as a “qualified 501(c)(3) bond” pursuant to Sections 103 and 145 of the Code.
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Related to Preservation of Tax Exemption

  • PRESERVATION OF TAX AND ACCOUNTING TREATMENT Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, TCI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation: (a) the retirement or reacquisition, directly or indirectly, of all or part of the TCI Stock issued in connection with the transactions contemplated hereby; or (b) the entering into of financial arrangements for the benefit of the Stockholders.

  • Retention of Tax Records Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “Retention Date”). If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer required to be kept by applicable Tax Law (or other applicable law) or are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to ParentCo, and ParentCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system. If, at any time prior to the Retention Date, ParentCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then ParentCo may decommission or discontinue such program or system upon 90 days’ prior notice to SpinCo, and SpinCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

  • Preservation of Property Bank shall not be bound to take any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or (d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and without affecting any of the Obligations or Liabilities of Guarantor.

  • Opinion of Tax Counsel The Company shall have received an opinion from Xxxxxx Xxxxxx Rosenman LLP, special counsel to the Company, dated the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering its opinion, Xxxxxx Xxxxxx Xxxxxxxx LLP may require and rely upon representations contained in letters from each of HEOP and the Company.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Protection of Property Seller assumes, and shall ensure that all subcontractors thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such parties whether owned, hired, rented, borrowed or otherwise, brought to a facility owned or controlled by Buyer or Buyer’s customer. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Buyer, its subsidiaries and their respective directors, officers, employees and agents for any such loss, destruction or damage. At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Buyer's property. If any such property is damaged by the fault or negligence of Seller or any subcontractor thereof, Seller shall, at no cost to Buyer, promptly and equitably reimburse Buyer for such damage or repair or otherwise make good such property to Buyer’s satisfaction. If Seller fails to do so, Buyer may do so and recover from Seller the cost thereof.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

  • Preservation, Maintenance, and Protection of the Property Inspections. Borrower will not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Whether or not Borrower is residing in the Property, Borrower must maintain the Property in order to prevent the Property from deteriorating or decreasing in value due to its condition. Unless Lender determines pursuant to Section 5 that repair or restoration is not economically feasible, Borrower will promptly repair the Property if damaged to avoid further deterioration or damage. If insurance or condemnation proceeds are paid to Lender in connection with damage to, or the taking of, the Property, Borrower will be responsible for repairing or restoring the Property only if Xxxxxx has released proceeds for such purposes. Lender may disburse proceeds for the repairs and restoration in a single payment or in a series of progress payments as the work is completed, depending on the size of the repair or restoration, the terms of the repair agreement, and whether Borrower is in Default on the Loan. Lender may make such disbursements directly to Borrower, to the person repairing or restoring the Property, or payable jointly to both. If the insurance or condemnation proceeds are not sufficient to repair or restore the Property, Borrower remains obligated to complete such repair or restoration. Lender may make reasonable entries upon and inspections of the Property. If Lender has reasonable cause, Xxxxxx may inspect the interior of the improvements on the Property. Lender will give Borrower notice at the time of or prior to such an interior inspection specifying such reasonable cause.

  • Preservation of Company Existence The Servicer will preserve and maintain its company existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Deduction of Tax It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

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