Tax Escrow Account. (a) In accordance with Section 1.4(a)(iii), at the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent the Tax Escrow Amount for deposit into the Tax Escrow Account. The Tax Escrow Account shall be an individual, separate account of the Escrow Agent that is used solely to hold the Tax Escrow Funds. The Tax Escrow Funds shall only be released from the Tax Escrow Account pursuant to the terms of this Agreement and the Escrow Agreement. The purpose of the Tax Escrow Account is to enable Seller to pay any and all of its Taxes that become due and payable by Seller as a result of the Contemplated Transactions. In furtherance thereof, (i) Seller shall inform the Escrow Agent and Buyer when Taxes resulting from the Contemplated Transactions are due, to which Tax authority such Taxes are due, and the amount of such Taxes, and any relevant wiring or transmission information (“Seller’s Notice”), and (ii) Seller and Buyer shall issue joint written instructions to the Escrow Agent in accordance with the Escrow Agreement directing the Escrow Agent to distribute all or any portion of the Tax Escrow Amount to such Tax authority within five (5) business days of Buyer’s receipt of any Seller’s Notice.
(b) After delivery of any Seller’s Notice, Seller shall provide to Buyer reasonable access, during regular business hours, in such a manner as to not interfere with the normal operation of Seller (subject to the execution of customary work paper access letters, if requested), to work papers and books and records relating to the preparation of such Seller’s Notice and to the employees of Seller and its Subsidiaries who are knowledgeable about the preparation of such Seller’s Notice, in each case, solely for the purpose of assisting Xxxxx and its Representatives in their review of such Seller’s Notice and the calculations contained therein. Seller shall consider in good faith any reasonable comments of Buyer to any Seller’s Notice and make any corresponding changes to such Seller’s Notice and potential adjustments to the calculation set forth therein that Seller reasonably deems appropriate based on Buyer’s proposed adjustments.
(c) If any portion of the Tax Escrow Funds remains in the Tax Escrow Account after Seller has paid all of its Taxes that have become due and payable by Seller as result of the Contemplated Transactions and the Fundamental Change Repurchase Date (as such term is defined in the Senior Secured Notes Indenture) has not yet occurred, the...
Tax Escrow Account. During the pendency of any uncured Event of Default hereunder, upon written notice from Lessor, Lessee shall pay or cause to be paid into a separate account (the "Tax Account") to be established by Lessee with a lending institution designated by Lessor (which Tax Account shall not be removed from such lending institution without the express prior approval of Lessor), and which Lessor may draw upon, a reserve amount sufficient to discharge the obligations of Lessee under Section 6.01 hereof with respect to real estate taxes for the applicable Fiscal Year as and when they become due (such amounts, the "Tax Escrow Amount"). During each month commencing with the first full calendar month following the receipt of said notice from Lessor, Lessee shall deposit into the Tax Account one twelfth of the Tax Escrow Amount so that as each installment of real estate taxes becomes due and payable, there are sufficient funds in the Tax Account to pay the same. If the amount of such and real estate taxes has not been definitively ascertained by Lessee at the time when any such monthly deposit is to be paid, Lessor shall require payment of the Tax Escrow Amount based upon the amount of real estate taxes paid for the preceding year, subject to adjustment as and when the amount of such real estate taxes are ascertained by Lessee. The Tax Escrow Amount in the Tax Account shall be and constitute additional security for the performance of Lessee's obligations hereunder and shall, if there are sufficient funds in escrow, be used to pay taxes when due.
Tax Escrow Account. Intentionally Deleted.
Tax Escrow Account. Upon the occurrence of an Event of Default, Lender may, in its sole discretion, require Borrower to deposit monthly into a custodial account held with Lender, or other national bank as approved by Lender, an amount sufficient to fund the annual real estate taxes. Disbursement from the Tax Escrow Account shall be made annually upon Borrower’s request and presentation of tax statement.
Tax Escrow Account and the term
Tax Escrow Account. Upon the occurrence of an Event of Default and any time thereafter, Lender may require Borrower to deposit with Lender in the Tax Escrow Account, an amount each month equal to 1/12th of the aggregate amount which Lender estimates will be required to pay the annual amount required to pay Impositions. The purpose of these provisions is to provide sufficient funds on hand for Lender to pay the Imposition charges. If the funds so deposited are insufficient to pay the Impositions when the same shall become due and payable, Borrower shall provide such additional funds as may be necessary to pay the Impositions in full. If Borrower is not required to make payments into the Tax Escrow Account, Borrower shall provide evidence to Lender that the Impositions have been paid within ten (10) days after making such payment.
Tax Escrow Account. Within ten (10) days after Agent's demand made at any time during which there exists and shall be continuing any Event of Default, Borrower shall make monthly tax and insurance payments to Agent for deposit in the Tax Escrow Account, in accordance with the provisions of Article 8 in the Mortgage. Borrower's obligation to make such tax and insurance payments shall continue until such Event of Default shall have been cured. Borrower's failure to make any such tax or insurance payment within ten (10) days after the due date thereof (no additional grace or notice period being applicable thereto) shall constitute an Event of Default under this Agreement. If Borrower is required to open a Tax Escrow Account pursuant to the terms of this Agreement, in connection therewith Borrower shall execute and deliver a so-called “Deposit Account Control Agreement” with respect to the Tax Escrow Account in substantially the form required by Citizens at that time.
Tax Escrow Account. At Lender’s written request, Borrower shall, until all obligations under the Loan Documents have been paid in full, deposit with Lender, monthly, an amount estimated by Lender to be equal to one-twelfth (1/12) of all Taxes that will become due for the tax year during which such payment is so directed. Within ten (10) Business Days following submission in writing of a request therefor by Borrower, Lender shall provide to Borrower from the Tax Escrow Account (to the extent of funds available therein) funds sufficient to pay Taxes, provided that such request is accompanied by (a) applicable bills, statements or estimates procured from the appropriate public office (with respect to Taxes) evidencing such Taxes sufficient to permit Lender to determine that such funds are being disbursed to pay Taxes and (b) a certification by Borrower that such funds will be used to pay Taxes. If the amount of the funds escrowed in accordance with this Section 8.19 shall exceed the amounts due for Taxes, Lender may, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made under this Section 8.
Tax Escrow Account. 7.13(d) Tax Escrow Amount...
Tax Escrow Account. (a) The Purchaser, the Sellers’ Representative and all Sellers other than Sistecar Management shall execute and deliver on or prior to the Closing Date an escrow agreement (the “Tax Escrow Agreement”) substantially in the form attached hereto as Annex I, which will designate the Escrow Agent (as defined below) as escrow agent and provide for the establishment of a tax escrow account (the “Tax Escrow Account”). All fees to be paid and costs to be incurred in connection with the Tax Escrow Agreement shall be borne by the Sellers. The Purchaser shall deposit in the Tax Escrow Account on the Closing Date an amount of seventeen million euros (€ 17,000,000) (the “Tax Escrow Amount”) which will be released to the Purchaser or the Sellers depending on whether or not the Purchase Price Reduction is applicable in accordance with Section 2.4 and Section 2.9(b), (c), (d) and (e) below. The Purchaser and the Sellers, acting through the Sellers’ Representative, hereby undertake to sign and deliver to the Escrow Agent a joint notice requesting for the release of the Tax Escrow Amount in accordance with the provisions of Sections 2.4, 2.9(b), (c), (d) and (e). This notice will be sent on the day immediately following the expiration of the 60 Day Period or at such earlier date as set forth in Section 2.9(b), (c), (d) and (e) below. The interest on the Tax Escrow Amount shall remain in the Tax Escrow Account and shall accrue to the benefit of the party to which the Escrow Amount is to be released hereunder.
(b) The Tax Escrow Amount together with the interests attached thereto shall be released to the Sellers by transfer to the Settlement Account:
