Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 Series A Bonds. (b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 Series A Bonds will not be used in any manner that would cause the 2007 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion. (c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 Series A Bonds regarding the amount and use of the proceeds of the 2007 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages. (d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 Series A Bonds which would cause the 2007 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code. (e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code. (f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2001 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2001 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2001 Series A Bonds will not be used in any manner that would cause the 2007 2001 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2001 Bonds, including the 2001 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2001 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2001 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2001 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2001 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2001 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2001 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2001 Series A Bonds regarding the amount and use of the proceeds of the 2007 2001 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2001 Bonds, including the 2001 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2001 Series A Bonds which would cause the 2007 2001 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2001 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2001 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2001 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1996 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2001 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2001 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 Series A Bonds will not be used in any manner that would cause the 2007 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 Series A Bonds regarding the amount and use of the proceeds of the 2007 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 Series A Bonds which would cause the 2007 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 2007 Series A Bonds were will be applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2002 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2002 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2002 Series A Bonds will not be used in any manner that would cause the 2007 2002 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2002 Bonds, including the 2002 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2002 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2002 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2002 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2002 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2002 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2002 Series A Bonds regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2002 Bonds, including the 2002 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2002 Series A Bonds which would cause the 2007 2002 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2002 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2002 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2002 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2002 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2002 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2001 Series A B Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2001 Series A B Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2001 Series A B Bonds will not be used in any manner that would cause the 2007 2001 Series A B Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2001 Bonds, including the 2001 Series A B Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2001 Series A B Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2001 Series A B Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2001 Series A B Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2001 Series A B Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2001 Series A B Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2001 Series A B Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2001 Series A B Bonds regarding the amount and use of the proceeds of the 2007 2001 Series A B Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2001 Bonds, including the 2001 Series A B Bonds, that no use will be made of the proceeds of the sale of the 2007 2001 Series A B Bonds which would cause the 2007 2001 Series A B Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2001 Series A B Bonds, comply with the provisions of the Code at all times, including after the 2007 2001 Series A B Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2001 Series A B Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1997 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2001 Series A B Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2001 Series A B Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 2 contracts
Samples: Loan Agreement (PPL Energy Supply LLC), Loan Agreement (PPL Energy Supply LLC)
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action Prior to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any the issuance of the 2007 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of Bonds, the Project or a "related person" within Issuer and the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 Series A Bonds.
(b) Company warrants, represents and certifies will certify as to Issuer facts establishing their reasonable expectation that the proceeds of the 2007 Series A Bonds will not be used in any a manner that would cause the 2007 Series A Bonds to be "classified as “arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2148(a) of the Code and carry out such actions so regulations prescribed under that the 2007 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 Section. Any officer of the Code. An officer or officers of Issuer having responsibility for issuing the Bonds is authorized and directed, alone or in conjunction with respect to the issuance any other officer, employee, consultant or agent of the 2007 Series A Bonds is Issuer or are hereby authorized and directed any officer of the Company, to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the 2007 Series A Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of such proceeds and the proceeds facts and estimates on which such expectations are based, such certificate to be premised on the reasonable expectations of the 2007 Series A Bonds Company and the facts, facts and estimates and circumstances on which they are based and related mattersas certified by the Company, all as of the date of delivery of and payment for the 2007 Series A Bonds pursuant to said Section 148 148(a) and Regulations thereunder. To the best knowledge and belief of the CodeCompany, there are no facts or circumstances that would materially change the foregoing conclusion. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 Series A Bonds regarding the amount and use of the proceeds of the 2007 Series A Bonds and related matters. In the event any such representation of Company relied upon by the The Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and hereby certifies to the Company that it has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. The Issuer (based on representations and to and for the benefit warranties of the purchasers Company and the actions of the 2007 Series A Company in conformity therewith) and the Company jointly and severally covenant with all purchasers and owners of the Bonds from time to time outstanding that so long as any of the Bonds remain outstanding, moneys on deposit in any fund or account in connection with the Bonds, that no use will be made of whether or not such moneys were derived from the proceeds of the sale of the 2007 Series A Bonds or from any other sources, will not be used in a manner which would will cause the 2007 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2148(a) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148any lawful Regulations promulgated or proposed thereunder, including Treas. Reg. §§1.103-13 through 1.103-15 and Section 148(f1.103-15 AT (26 CFR Part 1) of as the Code and with Section 6.06 of the Indenture. Specificallysame exist on this date, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund or may from time to time after the end of each Computation Periodhereafter be amended, as defined in the Indenture, and following discharge of the 2007 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenturesupplemented or revised.
Appears in 1 contract
Samples: Loan Agreement (Intrepid Technology & Resources, Inc.)
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2000 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2000 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2000 Series A Bonds will not be used in any manner that would cause the 2007 2000 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2000 Series A Bonds, Bonds in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2000 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2000 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2000 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2000 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2000 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2000 Series A Bonds regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2000 Series A Bonds, Bonds that no use will be made of the proceeds of the sale of the 2007 2000 Series A Bonds which would cause the 2007 2000 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2000 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2000 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2000 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1990 Series A Bonds Bonds, including the proceeds of the Original Bonds, were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2000 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2000 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer and Trustee to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2004 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the 1993 Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2004 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2004 Series A Bonds will not be used in any manner that would cause the 2007 2004 Series A Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2004 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2004 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2004 Series A Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2004 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2004 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2004 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2004 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2004 Series A Bonds regarding the amount and use of the proceeds of the 2007 2004 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2004 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2004 Series A Bonds which would cause the 2007 2004 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2004 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2004 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2004 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1993 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2004 Series A Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2004 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2000 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2000 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2000 Series A Bonds will not be used in any manner that would cause the 2007 2000 Series A Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2000 Series A Bonds, Bonds in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2000 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2000 Series A Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2000 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2000 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2000 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2000 Series A Bonds regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2000 Series A Bonds, Bonds that no use will be made of the proceeds of the sale of the 2007 2000 Series A Bonds which would cause the 2007 2000 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2000 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2000 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2000 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1990 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2000 Series A Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2000 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer and Trustee to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2002 Series A B Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2002 Series A B Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2002 Series A B Bonds will not be used in any manner that would cause the 2007 2002 Series A B Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2002 Bonds, including the 2002 Series A B Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2002 Series A B Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2002 Series A B Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2002 Series A B Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2002 Series A B Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2002 Series A B Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2002 Series A B Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2002 Series A B Bonds regarding the amount and use of the proceeds of the 2007 2002 Series A B Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2002 Bonds, including the 2002 Series A B Bonds, that no use will be made of the proceeds of the sale of the 2007 2002 Series A B Bonds which would cause the 2007 2002 Series A B Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2002 Series A B Bonds, comply with the provisions of the Code at all times, including after the 2007 2002 Series A B Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2002 Series A B Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A C Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2002 Series A B Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2002 Series A B Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or take, authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2005 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2005 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2005 Series A Bonds will not be used in any manner that would cause the 2007 2005 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2005 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2005 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2005 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2005 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2005 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2005 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2005 Series A Bonds regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2005 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2005 Series A Bonds which would cause the 2007 2005 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2005 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2005 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2005 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1995 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2005 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2005 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2002 Series A C Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2002 Series A C Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2002 Series A C Bonds will not be used in any manner that would cause the 2007 2002 Series A C Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2002 Series A C Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2002 Series A C Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2002 Series A C Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2002 Series A C Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2002 Series A C Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2002 Series A C Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2002 Series A C Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2002 Series A C Bonds regarding the amount and use of the proceeds of the 2007 2002 Series A C Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2002 Series A C Bonds, that no use will be made of the proceeds of the sale of the 2007 2002 Series A C Bonds which would cause the 2007 2002 Series A C Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2002 Series A C Bonds, comply with the provisions of the Code at all times, including after the 2007 2002 Series A C Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2002 Series A C Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2002 Series A C Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2002 Series A C Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2002 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2002 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2002 Series A Bonds will not be used in any manner that would cause the 2007 2002 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2002 Bonds, including the 2002 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2002 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2002 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2002 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2002 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2002 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2002 Series A Bonds regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2002 Bonds, including the 2002 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2002 Series A Bonds which would cause the 2007 2002 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2002 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2002 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2002 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A B Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2002 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2002 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 Series A B Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 Series A B Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 Series A B Bonds will not be used in any manner that would cause the 2007 Series A B Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 Series A B Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 Series A B Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 Series A B Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 Series A B Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 Series A B Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 Series A B Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 Series A B Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 Series A B Bonds regarding the amount and use of the proceeds of the 2007 Series A B Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 Series A B Bonds, that no use will be made of the proceeds of the sale of the 2007 Series A B Bonds which would cause the 2007 Series A B Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 Series A B Bonds, comply with the provisions of the Code at all times, including after the 2007 Series A B Bonds are discharged, to the extent Excess Earnings with respect to the 2007 Series A B Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1993 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 Series A B Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 Series A B Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) The Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2016 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Code Section 147(a) of the Code)) or adversely affects the validity of the 2007 2016 Series A Bonds.
(b) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the 2007 2016 Series A Bonds will not be used in any manner that would cause the 2007 2016 Series A Bonds to be "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 and other applicable sections of the Codethereof. To the best knowledge and belief of the Company, there are no facts, estimates estimates, or circumstances that would materially change the foregoing conclusion.
(c) The Company hereby covenants that it will at all times comply and cause the Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2016 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2016 Series A Bonds, if any, to the United States of America pursuant to Code Section 148(f)(2) of the Code and carry out such actions so that the 2007 2016 Series A Bonds will not constitute "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 of the Code148. An officer or officers of the Issuer having responsibility with respect to the issuance of the 2007 2016 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the 2007 2016 Series A Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the 2007 2016 Series A Bonds and the facts, estimates estimates, and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2016 Series A Bonds pursuant to said Code Section 148 of the Code148. The Company shall provide the Issuer, and the Issuer's ’s certificate may be expressly based on, a certificate of the Company setting forth the facts, estimates and circumstances estimates, circumstances, and reasonable expectations of the Company on the date of delivery of and payment for the 2007 2016 Series A Bonds regarding the amount and use of the proceeds of the 2007 2016 Series A Bonds and related matters. In the event If any such representation of the Company relied upon by the Issuer is untrue or inaccurate and the Issuer thereby suffers costs or damages, the Company shall indemnify the Issuer for any such costs or damages.
(d) Consistent with the foregoing, the Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2016 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2016 Series A Bonds which would cause the 2007 2016 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Code Sections 103(b)(2) and 148 of the Code and that the Company and the Issuer will, after issuance of the 2007 2016 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2016 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2016 Series A Bonds are required to be rebated to the United States of America pursuant to Code Section 148(f)(2) of the Code). Pursuant to such covenant, the Issuer and the Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Code Section 148 of the Code148.
(e) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the Refunded 1992 2016 Series A Bonds were will be applied and invested in compliance with the current requirements of Code Section 149(g) of the Code and that consequently the 2007 2016 Series A Bonds will not be "“hedge bonds" ” under such Code Section 149(g) of the Code).
(f) The Company hereby covenants and agrees that it will at all times comply with the provisions of Code Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, the Company shall carry out, do do, and perform all acts stipulated to be performed by the Company pursuant to such Section 6.06 6.07 of the Indenture. The Company shall further undertake to assure and cause rebate payments payments, if any, to be calculated and made to the United States of America in accordance with Code Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, Period and following discharge of the 2007 2016 Series A Bonds. The Company also covenants to take all necessary acts and steps as required to cause the Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or take, authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2005 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2005 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2005 Series A Bonds will not be used in any manner that would cause the 2007 2005 Series A Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2005 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2005 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2005 Series A Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2005 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2005 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2005 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2005 Series A Bonds regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2005 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2005 Series A Bonds which would cause the 2007 2005 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2005 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2005 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2005 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1995 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2005 Series A Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2005 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2006 Series A C Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2006 Series A C Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2006 Series A C Bonds will not be used in any manner that would cause the 2007 2006 Series A C Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2006 Series A C Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2006 Series A C Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2006 Series A C Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2006 Series A C Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2006 Series A C Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2006 Series A C Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2006 Series A C Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2006 Series A C Bonds regarding the amount and use of the proceeds of the 2007 2006 Series A C Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2006 Series A C Bonds, that no use will be made of the proceeds of the sale of the 2007 2006 Series A C Bonds which would cause the 2007 2006 Series A C Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2006 Series A C Bonds, comply with the provisions of the Code at all times, including after the 2007 2006 Series A C Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2006 Series A C Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 2006 Series A C Bonds were will be applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2006 Series A C Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2006 Series A C Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2000 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2000 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2000 Series A Bonds will not be used in any manner that would cause the 2007 2000 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2000 Series A Bonds, Bonds in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2000 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2000 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2000 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2000 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2000 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2000 Series A Bonds regarding the amount and use of the proceeds of the 2007 2000 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2000 Series A Bonds, Bonds that no use will be made of the proceeds of the sale of the 2007 2000 Series A Bonds which would cause the 2007 2000 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2000 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2000 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2000 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1990 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2000 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.04 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.04 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2000 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer and Trustee to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2006 Series A B Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the 1994 Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2006 Series A B Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2006 Series A B Bonds will not be used in any manner that would cause the 2007 2006 Series A B Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2006 Series A B Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2006 Series A B Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2006 Series A B Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2006 Series A B Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2006 Series A B Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2006 Series A B Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2006 Series A B Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2006 Series A B Bonds regarding the amount and use of the proceeds of the 2007 2006 Series A B Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2006 Series A B Bonds, that no use will be made of the proceeds of the sale of the 2007 2006 Series A B Bonds which would cause the 2007 2006 Series A B Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2006 Series A B Bonds, comply with the provisions of the Code at all times, including after the 2007 2006 Series A B Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2006 Series A B Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1994 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2006 Series A B Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.04 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.04 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2006 Series A B Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2005 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2005 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2005 Series A Bonds will not be used in any manner that would cause the 2007 2005 Series A Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2005 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2005 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2005 Series A Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2005 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2005 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2005 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2005 Series A Bonds regarding the amount and use of the proceeds of the 2007 2005 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2005 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2005 Series A Bonds which would cause the 2007 2005 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2005 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2005 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2005 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 2005 Series A Bonds were will be applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2005 Series A Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2005 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) The Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2008 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the 2008 Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2008 Series A Bonds.
(b) The Company warrants, represents and certifies to the Issuer that the proceeds of the 2007 2008 Series A Bonds will not be used in any manner that would cause the 2007 2008 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of the Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) The Company hereby covenants that it will at all times comply and cause the Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2008 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2008 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2008 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of the Issuer having responsibility with respect to the issuance of the 2007 2008 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the 2007 2008 Series A Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the 2007 2008 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2008 Series A Bonds pursuant to said Section 148 of the Code. The Company shall provide the Issuer, and the Issuer's certificate may be expressly based on, a certificate of the Company setting forth the facts, estimates and circumstances and reasonable expectations of the Company on the date of delivery of and payment for the 2007 2008 Series A Bonds regarding the amount and use of the proceeds of the 2007 2008 Series A Bonds and related matters. In the event any such representation of the Company relied upon by the Issuer is untrue or inaccurate and the Issuer thereby suffers costs or damages, the Company shall indemnify the Issuer for any such costs or damages.
(d) Consistent with the foregoing, the Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2008 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2008 Series A Bonds which would cause the 2007 2008 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that the Company and the Issuer will, after issuance of the 2007 2008 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2008 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2008 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, the Issuer and the Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) The Company warrants, represents and certifies to the Issuer that the proceeds of the Refunded 1992 2008 Series A Bonds were will be applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2008 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) The Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, the Company shall carry out, do and perform all acts stipulated to be performed by the Company pursuant to such Section 6.06 6.07 of the Indenture. The Company shall further undertake to assure and cause rebate payments payments, if any, to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2008 Series A Bonds. The Company also covenants to take all necessary acts and steps as required to cause the Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) The Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2017 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Code Section 147(a) of the Code)) or adversely affects the validity of the 2007 2017 Series A Bonds.
(b) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the 2007 2017 Series A Bonds will not be used in any manner that would cause the 2007 2017 Series A Bonds to be "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 and other applicable sections of the Codethereof. To the best knowledge and belief of the Company, there are no facts, estimates estimates, or circumstances that would materially change the foregoing conclusion.
(c) The Company hereby covenants that it will at all times comply and cause the Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2017 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2017 Series A Bonds, if any, to the United States of America pursuant to Code Section 148(f)(2) of the Code and carry out such actions so that the 2007 2017 Series A Bonds will not constitute "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 of the Code148. An officer or officers of the Issuer having responsibility with respect to the issuance of the 2007 2017 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the 2007 2017 Series A Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the 2007 2017 Series A Bonds and the facts, estimates estimates, and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2017 Series A Bonds pursuant to said Code Section 148 of the Code148. The Company shall provide the Issuer, and the Issuer's ’s certificate may be expressly based on, a certificate of the Company setting forth the facts, estimates and circumstances estimates, circumstances, and reasonable expectations of the Company on the date of delivery of and payment for the 2007 2017 Series A Bonds regarding the amount and use of the proceeds of the 2007 2017 Series A Bonds and related matters. In the event If any such representation of the Company relied upon by the Issuer is untrue or inaccurate and the Issuer thereby suffers costs or damages, the Company shall indemnify the Issuer for any such costs or damages.
(d) Consistent with the foregoing, the Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2017 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2017 Series A Bonds which would cause the 2007 2017 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Code Sections 103(b)(2) and 148 of the Code and that the Company and the Issuer will, after issuance of the 2007 2017 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2017 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2017 Series A Bonds are required to be rebated to the United States of America pursuant to Code Section 148(f)(2) of the Code). Pursuant to such covenant, the Issuer and the Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Code Section 148 of the Code148.
(e) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the Refunded 1992 2017 Series A Bonds were will be applied and invested in compliance with the current requirements of Code Section 149(g) of the Code and that consequently the 2007 2017 Series A Bonds will not be "“hedge bonds" ” under such Code Section 149(g) of the Code).
(f) The Company hereby covenants and agrees that it will at all times comply with the provisions of Code Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, the Company shall carry out, do do, and perform all acts stipulated to be performed by the Company pursuant to such Section 6.06 of the Indenture. The Company shall further undertake to assure and cause rebate payments payments, if any, to be calculated and made to the United States of America in accordance with Code Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, Period and following discharge of the 2007 2017 Series A Bonds. The Company also covenants to take all necessary acts and steps as required to cause the Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2005 Series A B Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2005 Series A B Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2005 Series A B Bonds will not be used in any manner that would cause the 2007 2005 Series A B Bonds to be "“arbitrage bonds" ” under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2005 Series A B Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2005 Series A B Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2005 Series A B Bonds will not constitute "“arbitrage bonds" ” under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2005 Series A B Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2005 Series A B Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2005 Series A B Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2005 Series A B Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's ’s certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2005 Series A B Bonds regarding the amount and use of the proceeds of the 2007 2005 Series A B Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2005 Series A B Bonds, that no use will be made of the proceeds of the sale of the 2007 2005 Series A B Bonds which would cause the 2007 2005 Series A B Bonds to be classified as "“arbitrage bonds" ” within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2005 Series A B Bonds, comply with the provisions of the Code at all times, including after the 2007 2005 Series A B Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2005 Series A B Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 2005 Series A B Bonds were will be applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2005 Series A B Bonds will not be "“hedge bonds" ” under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2005 Series A B Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) The Company covenants and agrees that it will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2016 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "“substantial user" ” of the Project or a "“related person" ” within the meaning of Code Section 147(a) of the Code)) or adversely affects the validity of the 2007 2016 Series A Bonds.
(b) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the 2007 2016 Series A Bonds will not be used in any manner that would cause the 2007 2016 Series A Bonds to be "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 and other applicable sections of the Codethereof. To the best knowledge and belief of the Company, there are no facts, estimates estimates, or circumstances that would materially change the foregoing conclusion.
(c) The Company hereby covenants that it will at all times comply and cause the Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2016 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2016 Series A Bonds, if any, to the United States of America pursuant to Code Section 148(f)(2) of the Code and carry out such actions so that the 2007 2016 Series A Bonds will not constitute "“arbitrage bonds" ” under Code Sections 103(b)(2) and 148 of the Code148. An officer or officers of the Issuer having responsibility with respect to the issuance of the 2007 2016 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the 2007 2016 Series A Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the 2007 2016 Series A Bonds and the facts, estimates estimates, and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2016 Series A Bonds pursuant to said Code Section 148 of the Code148. The Company shall provide the Issuer, and the Issuer's ’s certificate may be expressly based on, a certificate of the Company setting forth the facts, estimates and circumstances estimates, circumstances, and reasonable expectations of the Company on the date of delivery of and payment for the 2007 2016 Series A Bonds regarding the amount and use of the proceeds of the 2007 2016 Series A Bonds and related matters. In the event If any such representation of the Company relied upon by the Issuer is untrue or inaccurate and the Issuer thereby suffers costs or damages, the Company shall indemnify the Issuer for any such costs or damages.
(d) Consistent with the foregoing, the Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2016 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2016 Series A Bonds which would cause the 2007 2016 Series A Bonds to be classified as "“arbitrage bonds" ” within the meaning of Code Sections 103(b)(2) and 148 of the Code and that the Company and the Issuer will, after issuance of the 2007 2016 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2016 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2016 Series A Bonds are required to be rebated to the United States of America pursuant to Code Section 148(f)(2) of the Code). Pursuant to such covenant, the Issuer and the Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Code Section 148 of the Code148.
(e) The Company warrants, represents represents, and certifies to the Issuer that the proceeds of the Refunded 1992 2016 Series A Bonds were will be applied and invested in compliance with the current requirements of Code Section 149(g) of the Code and that consequently the 2007 2016 Series A Bonds will not be "“hedge bonds" ” under such Code Section 149(g) of the Code).
(f) The Company hereby covenants and agrees that it will at all times comply with the provisions of Code Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, the Company shall carry out, do do, and perform all acts stipulated to be performed by the Company pursuant to such Section 6.06 of the Indenture. The Company shall further undertake to assure and cause rebate payments payments, if any, to be calculated and made to the United States of America in accordance with Code Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, Period and following discharge of the 2007 2016 Series A Bonds. The Company also covenants to take all necessary acts and steps as required to cause the Issuer to comply with the provisions of Sections 7.02 and 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2003 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the 1993 Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2003 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2003 Series A Bonds will not be used in any manner that would cause the 2007 2003 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2003 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2003 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2003 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2003 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2003 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2003 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2003 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2003 Series A Bonds regarding the amount and use of the proceeds of the 2007 2003 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2003 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2003 Series A Bonds which would cause the 2007 2003 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2003 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2003 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2003 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 Series A 1993 Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2003 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2003 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2002 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2002 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2002 Series A Bonds will not be used in any manner that would cause the 2007 2002 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2002 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2002 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2002 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2002 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2002 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2002 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2002 Series A Bonds regarding the amount and use of the proceeds of the 2007 2002 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2002 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2002 Series A Bonds which would cause the 2007 2002 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2002 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2002 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2002 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1990 Series A B Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2002 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2002 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2004 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the 1993 Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2004 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2004 Series A Bonds will not be used in any manner that would cause the 2007 2004 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2004 Series A Bonds, in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2004 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2004 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2004 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2004 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2004 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2004 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2004 Series A Bonds regarding the amount and use of the proceeds of the 2007 2004 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2004 Series A Bonds, that no use will be made of the proceeds of the sale of the 2007 2004 Series A Bonds which would cause the 2007 2004 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2004 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2004 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2004 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 1993 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2004 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.04 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.04 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2004 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
Appears in 1 contract
Special Arbitrage Certifications. (a) Company covenants and agrees that it it, will not take or authorize or permit any action to be taken and has not taken or authorized or permitted any action to be taken which results or would result in interest paid on any of the 2007 2001 Series A Bonds being included in gross income of any owner thereof for purposes of federal income taxation (other than an owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code) or adversely affects the validity of the 2007 2001 Series A Bonds.
(b) Company warrants, represents and certifies to Issuer that the proceeds of the 2007 2001 Series A Bonds will not be used in any manner that would cause the 2007 2001 Series A Bonds to be "arbitrage bonds" under Sections 103(b)(2) and 148 and other applicable sections of the Code. To the best knowledge and belief of Company, there are no facts, estimates or circumstances that would materially change the foregoing conclusion.
(c) Company hereby covenants that it will at all times comply and cause Issuer to comply with the provisions of Section 148 and other applicable sections of the Code and will restrict the use of the proceeds of the 2007 2001 Series A Bonds, Bonds in such manner and to such extent, if any, as may be necessary, and remit Excess Earnings with respect to all of the 2007 2001 Series A Bonds, if any, to the United States of America pursuant to Section 148(f)(2) of the Code and carry out such actions so that the 2007 2001 Series A Bonds will not constitute "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code. An officer or officers of Issuer having responsibility with respect to the issuance of the 2007 2001 Series A Bonds is or are hereby authorized and directed to give an appropriate certificate of Issuer, for inclusion in the transcript of proceedings for the 2007 2001 Series A Bonds, setting forth the reasonable expectations of Issuer regarding the amount and use of the proceeds of the 2007 2001 Series A Bonds and the facts, estimates and circumstances on which they are based and related matters, all as of the date of delivery of and payment for the 2007 2001 Series A Bonds pursuant to said Section 148 of the Code. Company shall provide the Issuer, and Issuer's certificate may be expressly based on, a certificate of Company setting forth the facts, estimates and circumstances and reasonable expectations of Company on the date of delivery of and payment for the 2007 2001 Series A Bonds regarding the amount and use of the proceeds of the 2007 2001 Series A Bonds and related matters. In the event any such representation of Company relied upon by the Issuer is untrue or inaccurate and Issuer thereby suffers costs or damages, Company shall indemnify Issuer for any such costs or damages.
(d) Consistent with the foregoing, Company covenants and certifies to the Issuer and to and for the benefit of the purchasers of the 2007 2001 Series A Bonds, Bonds that no use will be made of the proceeds of the sale of the 2007 2001 Series A Bonds which would cause the 2007 2001 Series A Bonds to be classified as "arbitrage bonds" within the meaning of Sections 103(b)(2) and 148 of the Code and that Company and Issuer will, after issuance of the 2007 2001 Series A Bonds, comply with the provisions of the Code at all times, including after the 2007 2001 Series A Bonds are discharged, to the extent Excess Earnings with respect to the 2007 2001 Series A Bonds are required to be rebated to the United States of America pursuant to Section 148(f)(2) of the Code. Pursuant to such covenant, Issuer and Company obligate themselves throughout the term of this Agreement and thereafter not to violate the requirements of Section 148 of the Code.
(e) Company warrants, represents and certifies to Issuer that the proceeds of the Refunded 1992 2001 Series A Bonds were applied and invested in compliance with the current requirements of Section 149(g) of the Code and that consequently the 2007 2001 Series A Bonds will not be "hedge bonds" under such Section 149(g) of the Code.
(f) Company hereby covenants and agrees that it will at all times comply with the provisions of Section 148, including Section 148(f) of the Code and with Section 6.06 6.07 of the Indenture. Specifically, Company shall carry out, do and perform all acts stipulated to be performed by Company pursuant to such Section 6.06 6.07 of the Indenture. Company shall further undertake to assure and cause rebate payments to be calculated and made to the United States of America in accordance with Section 148(f)(2) of the Code from moneys on deposit in the Rebate Fund from time to time after the end of each Computation Period, as defined in the Indenture, and following discharge of the 2007 2001 Series A Bonds. Company also covenants to take all necessary acts and steps as required to cause Issuer and Trustee to comply with the provisions of Sections 7.02 and Section 7.03 of the Indenture.
(g) If, with respect to any 2001 Series A Bonds, Issuer has been advised that, as a result of actions taken, directed or omitted by Company, a listing is contemplated by the Internal Revenue Service designating Issuer as a local governmental unit the certification of which may not be relied upon with respect to issues of governmental obligations, pursuant to any income tax regulations promulgated under Sections 103(b)(2) or 148 of the Code, Company hereby covenants upon receipt of notification of such event by Issuer that Company will promptly, at the sole expense of Company, diligently and completely appear and defend Issuer in respect of any such proceedings, and contest any such action contemplated to be taken by the Internal Revenue Service, and Company will exhaust all remedies, legal and administrative, available in the defense of Issuer with the object of resolving any such controversy in favor of Issuer.
Appears in 1 contract