Tax-Exempt Bonds. The Parties hereto understand and agree that GBRA will use its best efforts to provide for, but will not be liable for a failure to produce, the lowest overall debt service cost for the Bonds to be issued for the Project. In connection therewith, the Parties intend that GBRA will issue Bonds the interest on which is excludable from the gross income of the owners thereof for federal income tax purposes. The Parties hereto acknowledge their understanding that the federal income tax laws impose certain restrictions on the use and investment of proceeds of such tax-exempt bonds and on the use of the property financed therewith and the output produced therefrom. Accordingly, the Parties agree and covenant that if the Bonds are offered to investors with the understanding that the interest will be exempt from federal income taxation, then the Parties, their assigns and agents, will take such action to assure, and refrain from such action which will adversely affect the treatment of such Bonds as obligations described in section 103 of the Code. Should either Party fail to comply with such covenant, the effect of which being that the Bonds no longer qualify as obligations described in the Code, such defaulting Party shall be liable for all costs resulting from the loss of the tax-exempt status of the Bonds. The Parties hereby agree and covenant to comply with all of the representations and covenants relating to such exemptions which are set out in any Bond Resolution. The Parties further agree and covenant that in the event the Bonds issued are to be tax-exempt, they will modify such agreements, make such filings, restrict the yield on investments, and take such other action necessary to fulfill the applicable provisions of the Code. For these purposes, the Parties may rely on the respective opinion of any firm of nationally recognized bond attorneys selected by them. In the event that a conflict arises in the opinions of the respective firms of each of the Parties, the Parties will identify a different firm that is mutually acceptable to both Parties, in order to resolve the conflict of opinion.
Tax-Exempt Bonds. The Servicer covenants that it shall comply with the tax certificates to be executed and delivered by it in connection with the issuance of the Bonds and with letters of instruction, if any, delivered by bond counsel in connection with the issuance of the Bonds, as such tax certificates and letters may be amended from time to time. Notwithstanding anything else in this Agreement to the contrary, the covenants of this Section 5.13 shall survive the payment, redemption or defeasance of the Bonds and the termination of this Agreement.
Tax-Exempt Bonds. The Wholesale Customer understands that the Authority has issued or will issue bonds the interest on which is excludable from the gross income of the owners thereof for federal income tax purposes ("Tax-Exempt Bonds") for improvements to the System and that the federal income tax laws impose certain restrictions on the use of proceeds of any such Tax-Exempt Bonds and on the use of the facilities and property financed by the Tax-Exempt Bonds and the output produced from such facilities and property. Accordingly, the Wholesale Customer will not enter into a water supply contract or other agreement with a customer of such Wholesale Customer which contains take-or-pay, contract minimums, output requirements, special rates and charges or similar provisions, unless it has notified the Authority in writing of the Wholesale Customer's intent to enter into such contract at least 60 days prior to the execution of such contract or agreement. The foregoing second sentence of this paragraph 14(B) does not apply to a schedule of standard rates and charges that is applied to all retail customers. The parties may rely on the opinion of nationally-recognized bond counsel to ensure compliance with this Section. This Section shall no longer apply to any Wholesale Customer if any of the outstanding bonds of the Authority allocable to the portion of the System used by the Wholesale Customer are not Tax-Exempt Bonds.
Tax-Exempt Bonds. The IAC understands that MSA intends for the interest on the Bonds to be exempt from federal income taxation under Section 103 of the Internal Revenue Code. The IAC agrees not to perform any act that would adversely affect the tax-exempt status of the interest on the Bonds, or fail or refuse to perform any act, the result of which failure or refusal would adversely affect such tax-exempt status.
Tax-Exempt Bonds. Manager acknowledges that, while the Civic Center is not currently subject to the Private Activity Bond Rules, the State, CRDA or another public instrumentality of the State may during the Term wish to issue tax-exempt bonds to fund improvements at the Civic Center and in that event it may be necessary to reform this Agreement as it relates to the Civic Center in order that it be considered a Qualified Management Contract. Accordingly, in the event that CRDA notifies Manager in writing that the State, CRDA or another public instrumentality of the State intends to issue tax-exempt bonds for the purpose of funding capital improvements at the Civic Center, and provides to Manager an opinion of nationally recognized bond counsel to the effect that in order for such bonds to be issued on a tax-exempt basis it is necessary that the contract for management services at the Civic Center be a Qualified Management Contract, Manager and CRDA agree to cooperate in a good faith effort to reform this Agreement as it relates to the Civic Center as a Qualified Management Contract on an economic basis, including compensation to Manager, that is reasonable in the circumstances and approximates, to the greatest possible extent, the financial benefits and risks of the Parties prior to such reformation. If despite such good faith efforts, the Parties are unable to agree on the terms of such contract reformation within a period of sixty (60) days after such notice of intent is given by CRDA, either party may terminate this Agreement on no less than one hundred twenty (120) days’ prior written notice to the other party.
Tax-Exempt Bonds. Motion ayes. Motion carried. City Hall Phone 22.08 by Xxxxxx second by Xxxxxxx to Motion by Xxxxxx, second by Xxxxxxxxx Hardware ...................... approve Adopting and Approving Xxxxxx approving the Consent Fasteners & Antifreeze 38.62 Tax Compliance Procedures Agenda. All ayes. Motion carried. USA Blue Book ...............................
Tax-Exempt Bonds. The interest paid on the 1989A Bonds is exempt from ---------------- federal income taxation. The tax exempt status of the 1989B Bonds will not hinder, interfere with or otherwise preclude a refinancing or restructuring of the Bonds with either the Agency or the United States Department of Housing and Urban Development.
Tax-Exempt Bonds. Purchaser shall not substantially alter the use of the Purchased Assets so as to cause (a) interest on any of Seller's existing tax-exempt bonds to become includible in the gross income of the Seller for purposes of federal income taxation or (b) the disallowance of any deductions for interest expense payable by Seller to which to which the Seller would otherwise be entitled. Purchaser shall fully cooperate with issuers of Seller's tax-exempt bonds and Seller and its counsel in connection with any audit, investigation or proceeding with respect to the tax-exempt bonds by the Internal Revenue Service or the SEC.
Tax-Exempt Bonds. Prior to the Closing Date, Buzzard has not breached or failed to perform its material obligations under the Tax Indemnity Agreement and to the knowledge of Buzzard, Buzzard has not taken any action which has adversely affected the tax exempt status of the Bonds and has not failed to take any action required to be taken by it to maintain such status.
Tax-Exempt Bonds. Except as set forth on Schedule 5.1 (r) , no modifications of any tax exempt bonds or other tax exempt indebtedness relating to any Property have been made during the six (6) month period ending on the applicable Closing Date. None of the modifications set forth on Schedule 5.1(r) constituted a significant modification (within the meaning of Treasury Regulation 1.1001-3) that resulted in a reissuance of such bonds for federal income tax purposes.
