Tax Events. If a Tax Event occurs, then in the case of an Individual Member Tax Event (as defined in the definition of Tax Event), the Adversely Affected Member, and, for other Tax Events the Required Members (as applicable, the “Notifying Member” or the “Notifying Members”), may provide written notice to Seller of such Tax Event (the “Tax Event Notice”) accompanied by appropriate confirmation of the specific Tax Event that has occurred (which confirmation may come in the form, without limitation, of public records, IRS documentation, or the written advice of tax counsel). Following the delivery of a Tax Event Notice by the Notifying Member or Notifying Members, [***]. Promptly upon the resolution of the applicable Tax Event and if the Put Right (as defined in the Project Company LLC Agreement) has not been exercised, then the Notifying Member or Notifying Members, as applicable, will provide a notice to the Seller that the Tax Event has been resolved (such notice date, the “Event Resolution Date”). Following the Event Resolution Date, [***].
Tax Events. Subject to Section 8(c) and 8(d), at any time following a Tax Event, the Company may, without the consent of any holders of the Series G Preferred Shares, vary the terms of the Series G Preferred Shares or exchange the Series G Preferred Shares for new securities that would eliminate the substantial probability that the Company or any successor would be required to pay Additional Amounts.
Tax Events. Since the Balance Sheet Date Since the Balance Sheet Date:-
(i) no member of the Group has declared, made or paid any distribution within the meaning of ICTA 1988;
(ii) no accounting period of any member of the Group has ended;
(iii) there has been no disposal of any asset (including trading stock) or supply of any service or business facility of any kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the consideration actually received or receivable for such disposal or supply was less than the consideration which could be deemed to have been received for Tax purposes;
(iv) no event has occurred which will give rise to a Tax liability on any member of the Group calculated by reference to deemed (as opposed to actual) income, profits or gains or which will result in any member of the Group becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person, firm or company (other than any other member of the Group);
(v) no disposal has taken place or other event occurred which will or may have the effect of crystallising a liability to Taxation which should have been included in the provision for deferred Taxation contained in the XXXXX Balance Sheet if such disposal or other event had been planned or predicted at the Balance Sheet Date;
(vi) no member of the Group has made any payment or incurred any obligation to make a payment which will not be deductible in computing trading profits for the purposes of corporation Tax, or be deductible as a management expense of an investment company;
(vii) no member of the Group has been a party to any transaction for which any Tax clearance provided for by statute has been or should have been obtained;
(viii) no member of the Group has paid or become liable to pay any interest or penalty in connection with any Tax, has otherwise paid any Tax after its due date for payment or owes any Tax the due date for payment of which has passed.
Tax Events. Section 5(b)(iii) is amended by deleting the words “, or there is a substantial likelihood that it will,” where they appear in that clause.
Tax Events. Subject to Section 7(c) and Section 7(d), at any time following a Tax Event, the Company shall be entitled (but not obligated), to redeem any or all Series F Preferred Shares for cash at a redemption price of US$25,000 per Series F Preferred Share, plus declared and unpaid dividends, if any, to, but excluding, the redemption date, without accumulation of any undeclared dividends.
Tax Events. 10.4.1 - When a withholding, with respect to a Tax Subject to Indemnification, becomes due by virtue of a law or regulation coming into force after the date of the conclusion of the Transaction or by virtue of a judicial or administrative interpretation effective after the date of the conclusion of the Transaction, the “Payer” may decide to limit its next payment to the previous applicable level, provided that it notifies such intention to the beneficiary at least 15 days before the relevant payment. The decision taken by the “Payer” pursuant to the above paragraph shall constitute a Change of Circumstances, which may be invoked by the “Beneficiary of the Payment”.
10.4.2 - When a withholding, with respect to a tax not subject to indemnification, becomes due by virtue of a law or regulation coming into force after the date of the conclusion of the Transaction or by virtue of a judicial or administrative interpretation effective after the date of the conclusion of the Transaction, such withholding shall constitute a Change of Circumstances as described in article 7.2.
Tax Events. Any Government Authority takes any action (including attaching, seizing or confiscating assets, or any other legal or administrative proceedings) against the Borrower or any other Transaction Party, or any of its or their assets, where such action arises as a result of the actual or alleged non-payment, late payment or under-payment of tax by the Borrower or any other Transaction Party, and EDC determines that such action is likely to have a Material Adverse Effect.
Tax Events. Section 2(d) and Sections 5(b)(ii) and (iii) of the Reference Master will not apply to this Transaction.
Tax Events. Subject to Section 7(d) and Section 7(e), at any time following a Tax Event and prior to the Par Call Date, the Company shall be entitled (but not obligated), to redeem any or all Series G Preferred Shares for cash at a redemption price of US$25,000 per Series G Preferred Share, plus declared and unpaid dividends, if any, to, but excluding, the redemption date, without accumulation of any undeclared dividends; provided, in each case, that (1) the Company has sufficient funds in order to meet the BMA’s enhanced capital requirement or the Company replaces the capital represented by the Series G Preferred Shares with capital having equal or better capital treatment as the Series G Preferred Shares under the BMA’s enhanced capital requirement and (2) the BMA (or its successor, if any) approves of the redemption.
Tax Events
