Tax Covenant. 20 14.2 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 14.3
Tax Covenant. The parties intend that the transactions contemplated by this Agreement, together with the transactions contemplated by the Other Agreement and the Initial Public Offering, will qualify as an exchange meeting the requirements of Section 351 of the Code. The tax returns (and schedules thereto) of Dentist and Pentegra shall be filed in a manner consistent with such intention and Dentist and Pentegra shall each provide the other with such tax information, reports, returns or schedules as may be reasonably required to assist the other in so reporting the transactions contemplated hereby.
Tax Covenant. The parties intend that the transactions contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a) of the Code. The tax returns (and schedules thereto) of Shareholders, Company and Pentegra shall be filed in a manner consistent with such intention and Shareholders and Pentegra shall each provide the other with such tax information, reports, returns or schedules as may be reasonably required to assist the other in so reporting the transactions contemplated hereby.
Tax Covenant. Notwithstanding any other provision hereof, the Company covenants and agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project, or the proceeds of any series of the Bonds, including any amounts treated as proceeds of the Bonds for any purpose of Section 103 of the Code, which will result in the loss of the exclusion of interest on any series of Bonds from gross income for Federal income tax purposes under Section 103 of the Code (except for any Bond during any period while any such Bond is held by a person referred to in Section 147(a) of the Code). This provision shall control in case of conflict or ambiguity with any other provision of this Participation Agreement. In furtherance of such covenant and agreement as it relates to the Bonds, the Authority and the Company have entered into the Tax Regulatory Agreement and the Company hereby covenants and agrees to comply with the provisions thereof.
Tax Covenant. CCC, Newco and the Company shall treat the Merger for income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and any comparable state or local tax statute.
Tax Covenant. The Corporation, Holdings and each of the Members hereby acknowledge that, as of the date of this Agreement, the aggregate value of the Tax Benefit Payments cannot reasonably be ascertained for United States federal income tax or other applicable Tax purposes.
Tax Covenant. The School District covenants that it shall not take any action or inaction, nor fail to take any action or permit any action to be taken, with respect to the Project or the portion of the proceeds of the Authority Bonds made available to it as part of the Loan including amounts treated as proceeds of the Authority Bonds for any purpose of Section 103 of the Code, if any such action or inaction would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Authority Bonds under Section 103 of the Code. This provision shall control in case of conflict or ambiguity with any other provision of this Financing Agreement. Without limiting the generality of the foregoing, the School District covenants that it will comply with the instructions and requirements of the Arbitrage and Use of Proceeds Certificate, which is incorporated herein as if fully set forth herein. The School District covenants that it shall not take any action or inaction, nor fail to take any action or permit any action to be taken, if any such action or inaction, which, assuming the School District Bonds were issued as bonds the interest on which is excluded from gross income for federal income tax purposes under Section 103 of the Code, would cause the School District Bonds to be “private activity bonds”, “private loan bonds,” “arbitrage bonds” or “prohibited advance refunding bonds” within the meaning of Sections 141, 148 and 149 of the Code. The School District (or any related party within the meaning of Treasury Regulation Section 1.150-1(b)) shall not, pursuant to an arrangement, formal or informal, purchase Authority Bonds in an amount related to the amount of any obligation to be acquired from the School District by the Authority. The School District will, on a timely basis, provide the Authority with all necessary information and funds to the extent required to enable the Authority to comply with the arbitrage and rebate requirements of the Code.
Tax Covenant. The Recipient agrees that it will not take or authorize any action or permit any action within its reasonable control to be taken, or fail to take any action within its reasonable control, with respect to the Project which would result in the loss of the exclusion of interest on the Bonds from gross income for federal income tax purposes under Section 103 of the Code.
