Tax Covenants and Representations Sample Clauses

Tax Covenants and Representations. The City covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income for federal income taxation purposes of the interest portion of the obligation created by this Contract under Section 103 of the Code. The City will not directly or indirectly use or permit the use of any proceeds of any fund created under this Contract or any funds of the City, or take or omit to take any action that would cause the obligation created by this Contract to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. The City will maintain books on which will be recorded (1) the Lender or (2) any assignee of the Installment Payments due under this Contract as the registered owner of such Installment Payments. To that end, the City has executed the Arbitrage and Tax Regulatory Certificate, dated August 19, 2015, and will comply with all requirements of Section 148 of the Code to the extent applicable. The City further covenants that this Contract is not a “private activity bond” as defined in Section 141 of the Code. Without limiting the generality of the foregoing, the City agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the obligation created by this Contract from time to time. This covenant shall survive the termination of this Contract. Notwithstanding any provision of this Article, if the City shall provide to the Lender an opinion of counsel to the effect that any action required under this Section or the Arbitrage and Tax Regulatory Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the obligation created by this Contract pursuant to Section 103 of the Code, the City and the Lender may rely conclusively on such opinion in complying with the provisions hereof. The City acknowledges that the Lender is providing the Purchase Price at the Interest Rate based on the premise that the interest component of the Installment Payments received under this Contract is exempt from federal and State taxation and based upon other State and federal laws in effect as of the date hereof. If, as a result of any action or failure to take any action by the City, the income received...
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Tax Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby represents and warrants to Parent that, as of the date hereof and as of the Closing Date, such Stockholder has and shall have no present plan or intention to sell, exchange or otherwise dispose of Parent Common Shares to be received by such Stockholder in the Merger having a value, as of the Effective Time, greater than (a) 50 percent of the value as of the Effective Time of all of such Stockholder's Shares as of the Effective Time minus (b) such Stockholder's pro rata portion of the value of any Excess Parent Common Shares identified in the certificate required pursuant to Section 7.10 of the Merger Agreement (which amount shall not be less than zero). For purposes of the foregoing, "Excess Parent Common Shares" shall mean 50% of the number of Parent Common Shares owned by Persons other than the Stockholders, and "pro rata portion" as to any Stockholder shall mean the number of Parent Common Shares owned by such Stockholder divided by the total number of Parent Common Shares owned by all Stockholders. For purposes of this representation, Shares exchanged for cash in lieu of fractional Parent Common Shares will be treated as outstanding Shares on the Effective Time. Moreover, Shares and Parent Common Shares held by stockholders of the Company and otherwise sold, redeemed or disposed of prior or subsequent to the Merger will be considered in making this representation. Each Stockholder agrees to deliver to Parent's counsel, if so requested by Parent's counsel, and to the Company's counsel, if so requested by the Company's counsel, a certificate setting forth the above representations in this Section 4 by such Stockholder, which certificate (and the representations therein) may be relied upon by Parent's counsel and by the Company's counsel in connection with the opinions contemplated by Sections 8.2(d) and 8.3(d) of the Merger Agreement.
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Tax Covenants and Representations. In order to ensure that the interest on the Note shall at all times be excludable from gross income for federal income tax purposes, the Borrower specifically represents, warrants and covenants with the City, the Lender and all Holders from time to time of the Note: (A) It will fulfill all conditions specified in Sections 103 and 141 through 150 of the Code and applicable Treasury Regulations as are necessary to maintain the tax- exempt status of the interest borne by the Note, including as set forth in the Borrower Tax Certificate. (B) The Project will be owned by an organization described in Section 501(c)(3) of the Code. (C) Less than five percent (5%) of the net proceeds of the Note will be used, in aggregate (i) by an organization described in Section 501(c)(3) of the Code in an activity that constitutes an unrelated trade or business, (ii) in a trade or business by a person other than an organization described in Section 501(c)(3) of the Code or a governmental unit (within the meaning of Section 141 of the Code), and (iii) to pay “issuance costs” of the Note within the meaning of Section 147(g) of the Code. (D) No more than two percent (2%) of the proceeds of the Note will be applied to the payment of “issuance costs” of the Note within the meaning of Section 147(g) of the Code. All such costs in excess of this amount will be paid by the Borrower from its own funds or any other financing.
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Tax Covenants and Representations. 22 ARTICLE XI INDEMNIFICATION Section 11.1. Indemnification 23
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Tax Covenants and Representations. In addition to, and not in lieu of, the representations set forth in clauses (b) and (c) above, each ViewStar Shareholder represents and warrants to Digital that, except for distributions permitted by clause (e) below, such ViewStar Shareholder has no plan or intention to sell, transfer or otherwise dispose of a number of Digital Common Shares to be received by such ViewStar Shareholder in the Merger that would reduce such ViewStar Shareholder's ownership of Digital Common Shares to a number of shares having a value, as of the date of the Merger, of less than 75% of the value of all of the formerly outstanding capital stock of ViewStar held by such ViewStar Shareholder as of the same date. Furthermore, each ViewStar Shareholder that will make a distribution permitted by clause (e) below represents and warrants that it does not, and to its knowledge its partners do not, have any plan or intention to sell, transfer or otherwise dispose of a number of Digital Common Shares to be received by such ViewStar Shareholder in the Merger that would, taking into account any sales, transfers or dispositions by the ViewStar Shareholder described in the previous sentence, reduce the aggregate number of Digital Common Shares held by such ViewStar Shareholder and its partners to a number having a value, as of the Effective Time, of less than 75% of the value of all of the Digital Common Shares received by such ViewStar Shareholder in the Merger. For purposes of these representations,
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Tax Covenants and Representations. (a) The County shall not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the qualification of this Contract as a Qualified Tax Credit Bond within the meaning of Section 54A of the Code and a Qualified School Construction Bond within the meaning of Section 54F of the Code. The County will maintain books on which will be recorded the Bank, or any assignee of this Contract, as the registered owner of this Contract. In connection with the foregoing, the County has executed and delivered the Tax Compliance Certificate and will comply with all of the requirements of the Code. (b) The County hereby designates this Contract, including the principal component of each Installment Payment, as a Qualified Tax Credit Bond within the meaning of, and for purposes of, Section 54A of the Code and a Qualified School Construction Bond within the meaning of, and for purposes of, Section 54F of the Code, and as a “qualified bond” under Section 6431(f) of the Code (as such Sections were amended by The Hiring Incentives to Restore Employment Act, P.L. 111-147 to apply to qualified school construction bonds).
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Tax Covenants and Representations. 13 ARTICLE IX INDEMNIF ICATION 15
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Tax Covenants and Representations. In addition to, and --------------------------------- not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby represents and warrants to Parent that, as of the date hereof and as of the Closing Date, such Stockholder has and shall have no present plan or intention to sell, exchange or otherwise dispose of Parent Common Shares to be received by such Stockholder in the Merger having a value, as of the Effective Time, greater than (a) 50 percent of the value as of the Effective Time of all of such Stockholder's Shares as of the Effective Time minus (b) such Stockholder's pro rata portion of the value of any Excess Parent Common Shares -------- identified in the certificate required pursuant to
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Tax Covenants and Representations 
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Related to Tax Covenants and Representations

  • Covenants and Representations (1) Borrower represents and warrants that there have not been during the period of Borrower's possession of any interest in the Property and, to the best of its knowledge after reasonable inquiry, there have not been at any other times, any activities on the Property involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substances except in compliance with Applicable Law (i) under, on or in the land included in the Property, whether contained in soil, tanks, sumps, ponds, lagoons, barrels, cans or other containments, structures or equipment, (ii) incorporated in the buildings, structures or improvements included in the Property, including any building material containing asbestos, or (iii) used in connection with any operations on or in the Property. (2) Without limiting the generality of the foregoing and to the extent not included within the scope of this Section 8.2(b), Borrower represents and warrants that it is in full compliance with Applicable Law and has received no notice from any Person or any governmental agency or other entity of any violation by Borrower or its Affiliates of any Applicable Law. (3) Borrower shall be solely responsible for and agrees to indemnify FINOVA, protect and defend FINOVA with counsel reasonably acceptable to FINOVA, and hold FINOVA harmless from and against any claims, actions, administrative proceedings, judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, expert fees, and other out-of-pocket costs or expenses actually incurred by FINOVA (collectively, the "Environmental Costs"), that may, at any time or from time to time, arise directly or indirectly from or in connection with: (i) the presence, suspected presence, release or suspected release of any Hazardous Substance whether into the air, soil, surface water or groundwater of or at the Property, or any other violation of Applicable Law, or (ii) any breach of the foregoing representations and covenants; except to the extent any of the foregoing result from the actions of FINOVA, its employees, agents and representatives. All Environmental Costs incurred or advanced by FINOVA shall be deemed to be made by FINOVA in good faith and shall constitute Obligations hereunder.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • Covenants, Representations and Warranties 3.1 The Borrower ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Agreement and the other Loan Documents and agrees that it continues to be bound by the terms and conditions thereof as amended by this Amendment; and, the Borrower further confirms and affirms that it has no defense, set off or counterclaim against the same. The Agreement and this Amendment shall be construed as complementing each other and as augmenting and not restricting the Bank's rights, and, except as specifically amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 3.2 The Borrower ratifies, confirms and reaffirms without condition, all liens and security interests granted to the Bank pursuant to the Agreement and the other Loan Documents, if any, and such liens and security interests shall continue to secure the indebtedness and obligations of the Borrower to the Bank under the Agreement, the Note and the other Loan Documents, including, but not limited to, all loans made by the Bank to the Borrower as amended by this Amendment. 3.3 The Borrower represents and warrants to the Bank that: (a) This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms; (b) The execution and delivery of this Amendment by the Borrower and the performance and observance by the Borrower of the provisions hereof, do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (c) The representations and warranties set forth within Article III of the Agreement continue to be true and correct in all material respects as of the date of this Amendment except those changes resulting from the passage of time; and (d) No material adverse change has occurred in the business, operations, consolidated financial condition or prospects of the Borrower since the date of the most recent annual financial statement delivered to the Bank, and no Event of Default or condition which, with the passage of time, the giving of notice or both, could become an Event of Default has occurred and is continuing. 3.4 The Borrower shall execute or cause to be executed and deliver to the Bank all other documents, instruments and agreements deemed necessary or appropriate by the Bank in connection herewith.

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • Recognition and Representation 1. The Union is the exclusive representative of all bargaining unit employees and has a right to be represented in negotiations, formal discussions, and meetings between employees and the Agency that concern conditions of employment, grievances, personnel policies and practices, or any other matter affecting general working conditions. The right to meet and confer will apply to all levels of management within the PEC ILE and within the Union, starting with the Union Xxxxxxx and the first level supervisor. It is the intent of the Parties to meet and confer at the lowest level for problem resolution. If the Parties at the initial point of contact feel resolution of a matter is outside their jurisdiction, the matter will be referred to a higher level. This includes Agency sponsored Committees/Meetings dealing with the subject at hand. 2. The Union’s right to be represented does not extend to informal discussions between an employee and the Agency. 3. The Union should be allowed to participate and provide input, in a Pre-Decisional capacity, in meetings between the Agency and other entities/organizations, public or private, when the subject of said meetings concern the conditions of employment or working conditions of bargaining unit employees. 4. The Agency shall recognize all Officers and Representatives designated by the Union, to include National Representatives. Upon request, the Union will provide the Agency, in writing, a list of all current Officers and Representatives, to include Stewards. 5. The Union’s primary point of contact for all matters is the designated PEC Employee Representative, or any other representative appointed by the Union. The PEC Employee Representative or designee will be given reasonable notice of and will be provided reasonable time to be present at formal discussions concerning any grievance, personnel policy or practice, or other general condition of employment. 6. The Agency shall not interfere in internal Union business. Internal Union business shall be conducted during non-duty hours, or while an employee is in a non-duty status. 7. The Agency agrees that there will be no restraint, interference, coercion or discrimination against Union representatives as a result of performing their authorized duties under the Statute, and that no employee will be reassigned as a result of participating in protected activity. 8. The Union, in consonance with its right to represent, may propose new policy, changes in policy, or resolutions to issues, involving conditions of employment or working conditions.

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

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