Tax Covenants of the Borrower. The Borrower covenants and agrees that:
(a) It will at all times comply with the terms of the Tax Certificate and the Regulatory Agreement;
(b) It will not take, or permit to be taken on its behalf, any action which would cause the interest payable on the Bonds to be included in gross income, for federal income tax purposes, and will take such action as may be necessary in the opinion of Bond Counsel to continue such exclusion from gross income, including, without limitation, the preparation and filing of all statements required to be filed by it in order to maintain the exclusion (including, but not limited to, the filing of all reports and certifications required by the Regulatory Agreement);
(c) No changes will be made to the Project, no actions will be taken by the Borrower and the Borrower will not omit to take any actions, which will in any way adversely affect the tax-exempt status of the Bonds;
(d) It will comply with the requirements of Section 148 of the Code and the Regulations issued thereunder throughout the term of the Bonds and will not make any use of the proceeds of the Bonds, or of any other funds which may be deemed to be proceeds of the Bonds under the Code and the related regulations of the United States Treasury, which would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code;
(e) If the Borrower becomes aware of any situation, event or condition which would, to the best of its knowledge, result in the interest on the Bonds becoming includable in gross income for purposes of federal income tax purposes, it will promptly give written notice of such circumstance, event or condition to the Issuer and the Trustee. In the event of a conflict between the terms of this Section 2.4 and the Tax Certificate, the terms of the Tax Certificate shall control.
Tax Covenants of the Borrower. (i) The Borrower will be treated as a corporation for U.S. federal income tax purposes and will take no action inconsistent with such treatment unless required by law.
(ii) The Borrower will timely file, or cause to be timely filed, all U.S. federal and other material Tax returns and Tax information returns that are required by law to be filed, all such Tax returns are true and correct in all material respects, and the Borrower has timely paid all U.S. federal and other material Taxes thereby shown to be owing or required to be withheld, and all other material taxes (whether or not thereby shown to be owing or required to be withheld), except any such Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; provided that the Borrower shall not file, or cause to be filed, any income or franchise tax return in the United States or any state of the United States on the basis that it is engaged in a trade or business in the United States for U.S. federal income tax purposes unless it shall have obtained written advice of Xxxxxx Xxxxxx Xxxxxxxx LLP or Ashurst LLP, or a written opinion of other nationally recognized U.S. tax counsel experienced in such matters, prior to such filing to the effect that, under the laws of such jurisdiction, the Borrower is required to file such income or franchise tax return
Tax Covenants of the Borrower. (a) The Borrower covenants and agrees that it has not taken and will not take or cause to be taken, and has not omitted and will not omit or cause to be omitted, any action which will result in interest paid on the Bonds being included in gross income of the Owners of the Bonds for the purposes of federal income taxation.
(b) The Borrower covenants and agrees that it will take or cause to be taken all required actions necessary to preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds; and the Issuer covenants and agrees that it will take or cause to be taken all required actions to preserve the exclusion from gross income for federal income tax purposes of interest on the Bonds; provided that the Issuer has no obligation or responsibility to direct or cause the Borrower to take any action.
(c) The Borrower is the owner and operator of the Project. The Borrower has no relationships with other Persons which would result in a disallowance of losses under Code Sections 267 or 707(b). The Borrower is not a member of a controlled group of corporations as defined in Code Section 1563(a), provided that such section shall be interpreted for these purposes by substituting “more than 50%” for “at least 80%” each place it appears therein).
(d) The Bond Proceeds when taken together with the aggregate amount of capital expenditures with respect to the portion of the Property located in St. Louis County, Minnesota, paid or incurred during the six-year period beginning three years before the Issue Date and ending three years after such date (and financed otherwise than out of Bond Proceeds), does not and will not exceed $20,000,000.
(e) Not more than 25% of the net Bond Proceeds are to be used to provide a facility the primary purpose of which is one of the following: retail food and beverage services, automobile sales or service, or the provision of recreation or entertainment.
(f) No portion of the Bond Proceeds is to be used to provide the following: any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility or racetrack.
(g) No Person other than the Borrower and its employees will use the Project.
(h) There are no other issues of obligations, the interest on which is exempt from federal income taxation, which benefit the Borrow...
