Tax Reserve Sample Clauses

Tax Reserve. The term “Tax Reserve,” as used in this Agreement, means the reserve as calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 on the portion of the annuities reinsured hereunder The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve defined in Paragraph 1. above and the Modified Coinsurance Reserve defined in Paragraph 2. above. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns.

Tax Reserve. The term “Tax Reserve,” as used in this Agreement, shall mean the Quota Share Percentage of the reserve calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 with respect to the Annuities. The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve and the Modified Coinsurance Reserve. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns. 1 Reinsurance Premiums @ Quota Share % (Article II, Paragraph 1) x. Xxxxx premiums b. Premium taxes Reinsurance Premiums = a - b 2 Other Income @ Quota Share % (Article II, Paragraph 2, 3, 4) a. Rider Fees b. Separate Account M&E fees c. Policy Fees d. Management & 12b-1 Fees e. Transaction gain/(loss)

Tax Reserve. (a) At the time of disbursement of a Property Loan with respect to any Financed Property or Financed Single Plat Development, the Borrowers shall pay to the Paying Agent (or such amounts shall be remitted from the proceeds of such Property Loan on such Financed Property or Financed Single Plat Development pursuant to Section 2.02(c) or upon release of any Renovation Reserves or Debt Service Reserves with respect to any Converted Property, to the extent the Tax Reserves for such Financed Property or Financed Single Plat Development have not previously been deposited or are not in compliance with this Section 6.05 on such date) for transfer to the Tax Reserve Account an amount equal to the Diligence Agent’s estimate of six (6) months of Real Estate Taxes and Applicable HOA Property Fees with respect to each Financed Property and each Financed Single Plat Development (the “Tax Reserves”) in accordance with this Section 6.05. Borrowers shall provide to the Diligence Agent and the Administrative Agent an estimate of and supporting information for the amount of the real estate taxes and Applicable HOA Property Fees for each Financed Property and each Financed Single Plat Development and of any changes thereto occurring from time to time in order for Diligence Agent to make such estimates of real estate taxes and Applicable HOA Property Fees pursuant to this Section 6.05. The Borrowers shall provide to the Diligence Agent such certificates, tax bills and other evidence as the Diligence Agent may reasonably require. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or at the direction of the Majority Lenders shall, direct the Paying Agent in writing to withdraw all or any portion of the Tax Reserve from the Tax Reserve Account and apply such funds either to pay (i) real estate taxes and Applicable HOA Property Fees or (ii) the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Administrative Agent may determine in its sole discretion. In making any payment from the Tax Reserve Account during an Event of Default, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office or HOA, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof, or Applicabl...

Tax Reserve. On or prior to February 23, 2014 (or within such longer period as Agent may agree at its sole option), the Loan Parties shall deliver, or cause to be delivered, to Agent a multi-jurisdictional mortgage statement signed on behalf of each Australian Loan Party who provides a Lien where any of the relevant secured property is situated, or taken under the Duties Xxx 0000 (NSW) of Australia to be situated, in New South Wales, Australia (the “Multi-Jurisdictional Mortgage Statement”). Agent may withhold, from the proceeds of the Term Loan advanced on the Closing Date, a reserve in the amount of $100,000 (the “Tax Reserve”), which the Loan Parties represent and warrant constitutes the Loan Parties’ reasonable and good faith estimate of the amount required as at the date of this Agreement to pay in full all New South Wales mortgage duty owing now or in the future with respect to the transactions contemplated by the Loan Documents under the Duties Act of 1997 (NSW) of Australia. For the avoidance of doubt, the parties agree that the Tax Reserve is a fully-funded reserve via the proceeds of the Term Loan on the Closing Date, and, accordingly, the amount of the Tax Reserve shall be included in the principal amount of the Term Loan owing by Borrowers and guaranteed by the other Loan Parties and secured by all of the liens and security interests granted under the Loan Documents. Agent may hold the Tax Reserve in any commercially reasonable manner as determined by Agent.

Tax Reserve. (a) Upon the request of Lender during the existence of any Event of Default, Borrower shall deposit with Lender a sum in an amount reasonably determined by Lender with respect to Impositions to be held by Lender in a Reserve Account (the “Tax Reserve Account”), and on each Payment Date thereafter, so long as such Event of Default is continuing, Borrower shall deliver to Lender the amount reasonably estimated by Lender to be one-twelfth (1/12th) of the annual amount of the Impositions to assure that funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) days prior to their respective due dates (provided, that Lender may re-calculate the foregoing monthly amount from time to time to assure that such funds are reserved in sufficient amounts to enable the payment of Impositions thirty (30) days prior to their respective due dates) (the “Tax Monthly Installment”). If such amounts for the then current Fiscal Year or payment period are not ascertainable by Lender at the time a monthly deposit is required to be made under this Section 4.2, the Tax Monthly Installment shall be Lender’s reasonable estimate based on one-twelfth (1/12th) of the Impositions for the prior Fiscal Year or payment period, with adjustments reasonably determined by Lender. As soon as the Impositions are fixed for the then current Fiscal Year or period, the next ensuing Tax Monthly Installment shall be adjusted to reflect any deficiency or surplus in prior Tax Monthly Installments. (b) If Lender has not elected, its sole discretion, during the continuance of an Event of Default to apply the funds in the Tax Reserve Account in payment of the Debt in such order and manner as Lender may elect, then Lender shall make payments of Impositions out of the Tax Reserve Account before the same shall be delinquent if and to the extent that there are funds available in the Tax Reserve Account. In making any payment relating to Impositions, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Impositions) without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. Any funds remaining on deposit in the Tax Reserve Account when no Event of Defaults exist or after the Debt has been indefeasibly repaid in full, whichever is earlier, shall be promptly returned to Borrower.

Tax Reserve. The term “Tax Reserve,” as used in this Agreement, means the reserve as calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 on the portion of the Annuities reinsured hereunder. The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve defined in Paragraph 1. above and the Modified Coinsurance Reserve defined in Paragraph 2. above. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns. Reporting Quarter:_________________ Calendar Year: ____________________ Date Report Completed: _____________

Tax Reserve. (i) If, immediately prior to the last Class H Conversion Date (as defined in the Acquiror LP Agreement), there is any pending audit, examination, investigation or other proceeding, claim or assessment with respect to Taxes (“Tax Audit”) or the Acquiror has received notice of any Tax Audit that, as agreed by the Acquiror and the Holders’ Representative, acting reasonably, could give rise to an indemnifiable obligation under Section 7.14(a)(i), a number of Class E Units that a holder of Class G Interests and Class H Interests would receive upon conversion of such Interest at such time, in each case, rounded down to the nearest whole unit, with an aggregate value at such time, equal to the product of (x) the aggregate Class E Pro Rata Percentage of Holding and each Holder (determined without regard to the exclusion of Class E Units that were converted from Class G Interests or Class H Interests in the numerator or denominator thereof) calculated as of the time of such restriction, multiplied by (y) the dollar value of the anticipated outcome of such Tax Audit, as agreed by the Acquiror and the Holders’ Representative, acting reasonably, divided by (z) the Market Price at such time (together, the “Audit Restricted Units”) will be subject to the forfeiture provisions of this Section 10.7 and will not be exchangeable into Parent Common Stock, until such time as the Tax Audit and any claims resulting therefrom are finally determined. The Audit Restricted Units shall be allocated across Holding and the Holders in accordance with their respective Class E Pro Rata Percentages, determined without regard to the exclusion of Class E Units that were converted from Class G Interests or Class H Interests in the numerator or the denominator thereof, calculated as of the time of such restriction. (ii) If, immediately prior to the last Class H Conversion Date (as defined in the Acquiror LP Agreement), there is any pending Tax Audit or the Acquiror has received notice of any Tax Audit that, as agreed by the Acquiror and the Holders’ Representative, acting reasonably, could give rise to an indemnifiable obligation under Section 7.14(a)(ii) with respect to a Holder, a number of Class E Units that such Holder of Class G Interests and Class H Interests would receive upon conversion of such Interest at such time, in each case, rounded down to the nearest whole unit, with an aggregate value at such time, equal to (y) the dollar value of the anticipated outcome of such Tax Audit wit...

Tax Reserve. Borrower shall pay (from Borrower's funds other than Loan Proceeds) to Lender for deposit into a reserve established by Lender for the payment of all annual real estate taxes, assessments and similar charges relating to the Project (collectively, "Property Taxes") at least ten (10) days prior to their respective due dates (the "Tax Reserve"), (A) the sum of $158,000.00 on the Closing Date ("Initial Tax Reserve Deposit") and (B) as a condition to extending the Initial Stated Maturity Date pursuant to Section 2.3(3), the sum of an amount sufficient to pay the Property Taxes estimated by Lender becoming due on February 1, 2017 (the "Extension Tax Deposit"). Borrower shall furnish Lender with bills for the Property Taxes for which the Tax Reserve funds are required at least thirty (30) days prior to the date on which such Property Taxes first become payable. If at any time the amount on deposit in the Tax Reserve is insufficient to pay such Property Taxes, Borrower shall pay any deficiency to Lender immediately upon demand, for deposit in the Tax Reserve. Lender shall pay such Property Taxes when the amount on deposit in the Tax Reserve is sufficient to pay such Property Taxes and Lender has received a xxxx for such Property Taxes.

Tax Reserve. On the Closing Date, Borrower shall deposit in the Cash Management Account an amount sufficient to pay all Property Taxes (estimated as set forth in Section 7.3.11) that will be payable with respect to the Properties on or through the next respective due dates of all such Property Taxes. On each Payment Date, Borrower shall deposit in the Cash Management Account an amount sufficient to pay all Property Taxes (estimated as set forth in Section 7.3.10) that will be payable with respect to the additional Properties being financed on such Payment Date on or through the next respective due dates of all such Property Taxes. Borrower shall also deposit in the Cash Management Account or the Alternate Reserve Account, as applicable, on each Payment Date, (i) one-twelfth (1/12th) of all Property Taxes (estimated as set forth in Section 7.3.11) that will be payable with respect to the Properties during the next ensuing twelve (12) months following such Payment Date, and (ii) such additional amounts, if any, that when added to the amounts on deposit in the Cash Management Account or the Alternate Reserve Account, as applicable, for the payment of Property Taxes, will equal an amount sufficient to pay all Property Taxes (estimated as set forth in Section 7.3.11) that will be payable with respect to the Properties during the next ensuing twelve (12) months following such Payment Date. The reserves required to be maintained under the immediately preceding two sentences are referred to collectively as the “Tax Reserve,” and the amounts deposited into the Tax Reserve are referred to herein as the “Tax Funds.” Notwithstanding anything to the contrary contained in this Article 7, disbursements of Tax Funds by the Servicer shall only occur on the Reserve Release Date after receipt by Lenders and/or Servicer of Reserve Release Request from Borrower not less than five (5) Business Days prior to such date. The Servicer shall pay the Property Taxes promptly when due from the Tax Funds and after any such Property Taxes are paid, Borrower shall provide Lenders and Servicer with receipts evidencing the payment of such Property Taxes together with the Property Tax statements requiring such payment. Notwithstanding anything to the contrary contained in this Section 7.3.1, in no event shall the balance of Tax Funds contained in the Tax Reserve ever fall below an amount equal to three-twelfths (3/12) of all Property Taxes (estimated as set forth in Section 7.3.11) that will be payable w...

Tax Reserve. On the first day of each month, beginning May 1, 2014, Borrower shall pay to Lender, for deposit into a reserve established by Lender (the “Tax Reserve”), an amount determined by Lender for real estate taxes, assessments and similar charges relating to the Project (collectively, “Property Taxes”). At or before the Initial Advance, Borrower shall deliver to Lender, for deposit in the Tax Reserve, a sum of money which together with the monthly installments described above will be sufficient to make each payment of Property Taxes thirty (30) days prior to the date any delinquency or penalty becomes due with respect to such payment. The amount of the monthly installments shall be determined on the basis of Lender’s reasonable estimate from time to time of the Property Taxes for the current year (after giving effect to any reassessment or, at Lender’s election, on the basis of the Property Taxes for the prior year, with adjustments when the Property Taxes are fixed for the then current year). Borrower shall furnish Lender with bills for the Property Taxes for which the Tax Reserve funds are required at least thirty (30) days prior to the date on which such Property Taxes first become payable. If at any time the amount on deposit in the Tax Reserve, together with the monthly installments to be paid by Borrower before such Property Taxes are payable, is insufficient to pay such Property Taxes, Borrower shall pay any deficiency to Lender promptly upon demand, for deposit in the Tax Reserve but in any event, ten (10) Business Days prior to such Property Taxes becoming delinquent. Lender shall pay such Property Taxes when the amount on deposit in the Tax Reserve is sufficient to pay such Property Taxes and Lender has received a bxxx for such Property Taxes.