Tax-Exempt Status of Bonds. The Owner and the Issuer, as applicable, each hereby represents, warrants and agrees as follows:
(a) The Owner and the Issuer will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect the Tax-Exempt nature of the interest on the Bonds and, if either of them should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof.
(b) The Owner and the Issuer will file of record such documents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the Issuer and the Trustee (with a copy to the Owner), in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project, including, but not limited to, the execution and recordation of this Regulatory Agreement in the real property records of the County.
Tax-Exempt Status of Bonds. The Company covenants and agrees that it has not taken or permitted and will not take or permit any action which results in interest paid on the Bonds being included in gross income of the holders or beneficial owners of the Bonds for purposes of federal income taxation (other than a holder or beneficial owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code). The Company covenants that none of the proceeds of the Bonds or the payments to be made under this Agreement, or any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148(a) of the Code, will be invested or used in such a way, and that no actions will be taken or not taken, as to cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148(a) of the Code. Without limiting the generality of the foregoing, the Company covenants and agrees that it will comply with the provisions of the Tax Agreement and the Project Certificate.
Tax-Exempt Status of Bonds. (a) The Issuer covenants and agrees that it will not take any action, or fail to take any action, if such action, or failure to act would cause the interest on the Bonds to be Taxable; provided, however, that if, in the event of the occurrence of a Determination of Taxability, the Issuer, at the direction of the Users, redeems the Bonds in compliance with the provisions of the Indenture and the Bonds requiring such redemption as a result of the occurrence of such Determination of Taxability, then (any provision of the Indenture or of the Bonds to the contrary notwithstanding) the inaccuracy of any representation or warranty contained in the Indenture, the Loan Agreement or in the Bonds or the failure by the Issuer or the Users to observe or perform any covenant or agreement contained in the Indenture, the Loan Agreement or in the Bonds that resulted in such Determination of Taxability shall not be considered a default or an Event of Default by the Issuer under the Indenture or by the Users under the Loan Agreement and such mandatory redemption by the Issuer shall constitute a full and complete satisfaction to the Holder of each Bond of all claims, and for all damages, costs and expenses, arising out of or based on any such inaccuracy or failure.
(b) Any provision of this Indenture to the contrary notwithstanding, if a trust is established for the payment or redemption of Bonds pursuant to Section 16.02 prior to a Determination of Taxability, the Holders of Bonds to be paid or redeemed from such trust shall not be entitled to early redemption as a result of any such Determination of Taxability.
(c) The Issuer hereby elects to have the $10,000,000 limitation set forth in Section 144(a)(4) of the Internal Revenue Code apply to the Bonds and agrees to take all actions necessary to assure compliance with the provisions of said section.
Tax-Exempt Status of Bonds. The Authority and the Company mutually covenant and agree that neither of them shall take or authorize or permit any action to be taken, and have not taken or authorized or permitted any action to be taken, which results in interest paid on the Bonds being included in gross income for purposes of federal income taxes. Without limiting the generality of the foregoing, the Company further covenants, represents and agrees as follows:
(a) Substantially all of the net proceeds of the sale of the Series 1984 Bonds have been used to undertake the acquisition of air or water pollution control facilities or sewerage control facilities or solid waste disposal facilities within the meaning of Section 103(b)(4) of the Internal Revenue Code of 1954, as amended. All of the proceeds of the Series 1984 Bonds and the Prior Bonds have been expended.
(b) The weighted average maturity of the Series 2021B Bonds does not exceed 120% of the reasonably expected economic life of the Facilities financed with the proceeds of the Series 1984 Bonds.
(c) The principal amount of the Series 2021B Bonds shall not exceed the outstanding principal amount of the Prior Bonds.
(d) The Series 2021B Bonds are not and will not be "federally guaranteed" (as defined in Section 149(b) of the Code).
(e) None of the proceeds of the Series 2021B Bonds will be used, and none of the proceeds of the Series 1984 Bonds or the Prior Bonds were used, to provide any airplane, skybox or other private luxury box, or health club facility; any facility primarily used for gambling; or any store the principal business of which is the sale of alcoholic beverages for consumption off premises.
(f) The information furnished by the Company and used by the Authority in preparing its No-Arbitrage Certificate dated the issue date of the Series 2021B Bonds is accurate and complete as of the date of the issuance of the Series 2021B Bonds.
(g) None of the proceeds of the Series 2021B Bonds will be used to finance Costs of Issuance of the Series 2021B Bonds.
(h) The Company will take no action that would cause any funds constituting gross proceeds of the Series 2021B Bonds to be used in a manner as to constitute a prohibited payment under the applicable regulations pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148 of the Code and the applicable regulations thereunder. The Company will not knowingly take any action, or knowingly omit to take any action, which action or omission wi...
Tax-Exempt Status of Bonds. The Mortgage Lender will not knowingly take any action, or permit any action which is within its control to be taken, which would impair the exclusion from gross income of interest on the Bonds under Section 143 of the Code; provided that this covenant shall not apply to the issuance of taxable Bonds.
Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from gross income for federal income tax purposes. To that end, the covenants and agreements of the City and the Borrower in this Section and in the Tax Certificate are for the benefit of the Trustee and each and every person who at any time will be a holder of the Bonds. Without limiting the generality - 9 -
(b) The City covenants and agrees that it has not taken and will not take any action which results in interest to be paid on the Bonds being included in gross income of the holders of the Bonds for federal income tax purposes, and the Borrower covenants and agrees that it has not taken or permitted to be taken and will not take or permit to be taken any action which will cause the interest on the Bonds to become includable in gross income for federal income tax purposes; provided that neither the Borrower nor the City shall have violated these covenants if interest on any of the Bonds becomes taxable to a person solely because such person is a "substantial user" of the Project or a "related person" within the meaning of Section 147(a) of the Code; and provided further that none of the covenants and agreements herein contained shall require either the Borrower or the City to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds. The Borrower acknowledges having read Section 6.06 of the Indenture and agrees to perform all duties imposed on it by such Section, by this Section and by the Tax Certificate. Insofar as Section 6.06 of the Indenture and the Tax Certificate impose duties and responsibilities on the City or the Borrower, they are specifically incorporated herein by reference.
(c) Notwithstanding any provision of this Section 5.6 or Section 6.06 of the Indenture, if the Borrower shall provide to the City and the Trustee an Opinion of Bond Counsel to the effect that any specified action required under this Section 5.6 and Section 6.06 of the Indenture is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the Borrower, the Trustee and the City may conclusively rely on such opinion in complying with t...
Tax-Exempt Status of Bonds. In the event Bonds are issued in accordance with Section 10.25, the Borrower shall not (a) take any action that would cause interest on such Bonds to cease to be excluded from gross income for federal income tax purposes, or (b) omit to take any action necessary to cause interest on such Bonds to remain excluded from gross income for federal income tax purposes.
Tax-Exempt Status of Bonds. The Issuer and the Company mutually covenant and agree that neither of them shall take or authorize or permit any action to be taken, and have not taken or authorized or permitted any action to be taken, which adversely affects the exclusion of interest on the Bonds from gross income for purposes of federal income taxes pursuant to Section 103 of the Code. Without limiting the generality of the foregoing, the Company further covenants and agrees as follows:
(a) Not less than 95% of the net proceeds (within the meaning of Section 142(a) of the Code and regulations thereunder) from the sale of the Series 1995 Bonds and any issue of Additional Bonds will be expended (i) (A) for Costs of Construction which consist of proper costs of land or property of a character subject to the allowance for depreciation under Section 167 of the Code, or which will be, for federal income tax purposes, chargeable to capital account or would have been so chargeable either with a proper election by the Company (for example under Section 266 of the Code) or but for a proper election by the Company to deduct such amounts, and (B) to provide solid waste disposal, sewage, air pollution control and/or water pollution control facilities within the meaning of the Code and regulations thereunder; (ii) for the redemption of all or part of the Series 1995 Bonds or Additional Bonds the proceeds of which were used as stated in (i) above; or (iii) any combination thereof.
(b) Within fifteen (15) days of the date of issuance of the Series 1995 Bonds or any series of Additional Bonds, there neither have been nor will there be any private activity bonds (within the meaning of Section 141(a) of the Code) sold to finance facilities of the Company or any related person within the meaning of Section 147(a)(2) of the Code, under a common plan of marketing, at substantially the same rate of interest, and for which a common or pooled security will be used or available to pay debt service.
(c) The average maturity of the Series 1995 Bonds or any series of Additional Bonds (within the meaning of Section 1 47(b) of the Code and regulations thereunder) does not exceed 120% of the average reasonably expected economic life of the Facilities financed by such Bonds (within the meaning of Section 147(b) of the Code and regulations thereunder), determined with respect to any facility as of the later of the date on which the Series 1995 Bonds or Additional Bonds, as the case may be, are issued or the date on whi...
Tax-Exempt Status of Bonds. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the City:
(1) will take whatever action, and refrain from whatever action, necessary to comply with the applicable requirements of the Code;
(2) will not use or invest, or permit the use or investment of, any Bond proceeds, other money held under the Indenture in a manner that would violate applicable provisions of the Code; and
(3) will not use, or permit the use of, any portion of the Financed Facilities in a manner that would violate applicable provisions of the Code.
Tax-Exempt Status of Bonds. In order to maintain the exclusion of the interest on the Bonds from gross income for federal income tax purposes, the Developer will not use, or permit the use of, any portion of the proceeds of the Bonds deposited into the Project Fund for any purpose other than the TDD Project (as defined in the Redevelopment Agreement).
