Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term. (b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency. (c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement. (d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 12 contracts
Samples: Lease and Project Agreement, Lease and Project Agreement (Chembio Diagnostics, Inc.), Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject The Parent shall at all times maintain a classification of the Parent as a partnership or entity disregarded as separate from its sole owner for federal income Tax purposes under Treasury Regulations Sections 301.7701-2 and -3 and any comparable provision of applicable state or local Tax law that permits such treatment and will not make an election under Treasury Regulations Section 301.7701-3(c) to be classified as an association taxable as a corporation for federal income Tax purposes. The Obligor shall at all times maintain its status as a partnership or entity disregarded as separate from its sole owner for federal income Tax purposes under Treasury Regulations Sections 301.7701-2 and -3.
(b) Each of the Parent and the Obligor shall, and shall cause each of the other Restricted Subsidiaries to, (a) timely file all material Tax returns required to be filed in any jurisdiction and to pay and discharge all material Taxes due and payable and all other material Taxes imposed on them or any of their properties, assets, income or franchises, to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as extent the same have become due and payable and before any fine, penalty, interest (except interest they have become delinquent and all claims for which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or sums have become due and payable that have or could reasonably be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges expected to become a Lien on properties or assets of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereofGroup Members,Taxes due and payable and (b) pay, or the rental or sale of the Facility or any part thereofcause to be paid, as and any taxes levied upon or with respect when due and prior to the income or revenues of the Agency from the Facility; (ii) delinquency, all material utility and other charges, including service charges, material charges incurred or imposed for or with respect to in the operation, maintenance, use, occupancy, occupancy and upkeep and improvement of the Terminal Storage Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period each case, none of years, the Company Group Members shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during file such Tax returns or pay any such Tax or charge to the Lease Term.
extent (bx) The Company may the amount, applicability or validity thereof is contested by such Group Member on a timely basis in good faith contest any such taxes, assessments and other charges. In the event of any such in appropriate proceedings, and such Group Member has established adequate reserves therefor in accordance with GAAP on the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period books of such proceedings and any appeal therefrom, provided, however, that Group Member or (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (iiy) the Company shall failure to file such Tax returns or pay, discharge or satisfy such amount could not reasonably be expected to have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agencya Material Adverse Effect.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 2 contracts
Samples: Continuing Covenant Agreement, Continuing Covenant Agreement (SemGroup Corp)
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other chargescharges (other than PILOT Payments). In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so (but in no event the PILOT Payments)so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 2 contracts
Samples: Lease and Project Agreement, Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i) all taxes, PILOT Payments payments-in-lieu-of-taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or and levied against or with respect to the Facility and any machinery, equipment or other Property property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; , (ii) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided provided, that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Leaseback Agreement to pay only such installments as are required to be paid during the Lease Term. Notwithstanding the above, it is the intent of the Agency and the Company that the Company shall at all times during the Lease Term be obligated to pay all special district charges and assessments and either real estate taxes or payments in lieu thereof, and that the real estate taxes (excluding special district charges and assessments) or payments in lieu thereof shall not be duplicative of each other or otherwise be additive.
(b) The Company Company, at its own expense and in its own name and on behalf or in the name and on behalf of the Agency but with notice to the Agency, may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company may may, with prior written notice to the Agency, permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by therefrom unless the Agency reasonably requests payment prior to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreementsettlement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Leaseback Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other chargescharges (other than PILOT Payments). In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so (but in no event the PILOT Payments)so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or reasonably requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, :
(i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; and (iv) all payments under the PILOT Agreement; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agencyreturned, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, Agency official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax or evidence that the Company is taking appropriate steps to challenge the tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; and (iv) all payments under the Pilot Agreement; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the AgencyAgency or the Mortgagee.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agencyreturned, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, Agency and the Mortgagee official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency and the Mortgagee evidencing payment of any tax.
Appears in 1 contract
Samples: Lease Agreement (CVD Equipment Corp)
Taxes, Assessments and Utility Charges. (a1) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Institution agrees to pay, as the same become due and before any fine, penalty, interest (except interest which that is payable in connection with legally permissible installment paymentsLease Payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may that at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company Institution therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency Issuer from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Institution shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b2) The Company Institution may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company Institution may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings proceedings, and (ii) the Company Institution shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the AgencyTrustee.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d3) Within thirty (30) days of receipt of written request therefor, the Company Institution shall deliver to the Agency, Trustee official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency Trustee evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company Tenant agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, --------------------------------------
(i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with with- respect to the Facility and any machinery, equipment or other Property property installed or brought by the Company Landlord or Tenant therein or thereonthereon and the employees of Tenant or Landlord located at or assigned to the Facility, including, including without limiting the generality of the foregoing, foregoing any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency Tenant from the Facility; , (ii) all utility and other charges, including including, without limitation, "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other . Taxes and governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement deemed to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may exclude any payments in good faith contest any such lieu of, addition to, or in partial or complete substitution for real estate related taxes, assessments and other charges. In the event of any such proceedingsincluding, the Company may permit the taxeswithout limitation, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither taxes, assessments, levies, impositions or charges (special or otherwise) wholly or partially as a capital levy or otherwise on the Facility nor any part thereof or interest therein would be in any immediate danger of being soldrents received from the Facility, forfeited or lost by reason of such proceedings and (ii) taxes, assessments, levies, impositions, or charges (special or otherwise) measured by, or based in whole or in part upon the Company shall have set aside on its books adequate reserves with respect thereto Facility and shall have furnished such securityimposed upon the Landlord, if any, as may be required in such proceedings or requested (iii) license fees measured by the Agency.
rent payable by the tenants in the Facility to the Landlord, and (civ) The Agency agrees that if it such other additional or the Company contests any substitute taxes, assessments assessments, levies, impositions, or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration special or termination of this Lease Agreementotherwise).
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Borrower agrees to pay, as the same before they become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdelinquent, (i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machineryFacility, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including including, without limitation, 'service charges', incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Borrower shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Contract Term.
(b) The Company may Borrower may, after written notice to the Issuer of its intention to do so, in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company Borrower may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) If an Event of Default hereunder shall have occurred, the Issuer may require the Borrower to make monthly deposits with the Trustee, in an interest bearing account, of a sum equal to one-twelfth of the yearly taxes and assessments which may be levied against the Facility. The Agency agrees that if it or the Company contests any taxesamount of such taxes and assessments, assessments or other charges provided for in paragraph (b) hereofwhen unknown, all sums returned and received shall be estimated by the Agency, as a result thereof, will Issuer. Such deposits shall be promptly transmitted used by the Agency Issuer to pay such taxes and assessments when due. Any insufficiency of such account to pay such charges when due, shall be paid by the Borrower to the Company Issuer on demand. If, by reason of any Event of Default by the Borrower under any provision hereof the Issuer declares the Facility Note to be due and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request thereforpayable, the Company shall deliver to Issuer may then apply any funds in said account against the Agency, official receipts of obligation secured by the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.- 14 -
Appears in 1 contract
Taxes, Assessments and Utility Charges. (aA) Subject to Except as otherwise permitted by the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunderFinancing Documents, the Company agrees Corporate Guarantor shall pay or cause to paybe paid, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i1) all taxes, PILOT Payments material taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machineryCollateral, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii2) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; Collateral, and (iii3) all assessments and charges of any kind whatsoever lawfully made by any governmental body Governmental Authority for public improvements; , provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Corporate Guarantor shall be obligated under this Lease Agreement hereunder to pay only such installments as are required to be paid during all periods that sums payable by the Lease TermCorporate Guarantor hereunder are due and owing.
(bB) The Company Notwithstanding the provisions of subsection (A) of this Section 4.02, the Corporate Guarantor may in good faith actively contest any such taxes, assessments and other charges. In , provided that the event Corporate Guarantor shall have paid such taxes, assessments and other charges if required by law to do so or provided that (1) the Corporate Guarantor first shall have notified the Holder in writing of such contest, (2) no Event of Default exists hereunder or under the other Financing Documents and (3) the Corporate Guarantor shall have set aside reserves for any such proceedingstaxes, the Company may permit the assessments and other charges in accordance with GAAP. Otherwise, such taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would shall be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested paid promptly by the Agency.
(c) The Agency agrees that if it or Corporate Guarantor or, at the Company contests any taxesCorporate Guarantor's option, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received secured by the Agency, as Corporate Guarantor's posting a result thereof, will be promptly transmitted by the Agency to the Company bond in form and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably substance satisfactory to the Agency evidencing payment of any taxHolder.
Appears in 1 contract
Samples: Security Agreement (Balchem Corp)
Taxes, Assessments and Utility Charges. (a) Subject The Company shall pay, or cause to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to paybe paid, as the same shall respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, due: (i) all taxes, PILOT Payments in lieu of tax payments, regulatory fees, and governmental charges of any kind whatsoever which whatsoever, including ad valorem taxes, that may at any time be lawfully assessed or levied against or with respect to the Facility and Equipment and/or any machineryfurnishings, equipment equipment, or other Property installed or brought by the Company or any other person, therein or thereon, includingexcluding, without limiting the generality of the foregoinghowever, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency Issuer from the FacilityEquipment; (ii) all utility and or other charges, including "service charges, ," incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep upkeep, and improvement of the FacilityEquipment; and and, (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided thatimprovements which are in respect of the Equipment or any part thereof. It is acknowledged and agreed, with respect to special assessments or other governmental charges however, that may lawfully be paid in installments over a period of years, the Issuer and the Company shall do not expect or intend that any ad valorem taxes will be obligated under this Lease Agreement to pay only such installments as are required to be paid assessed against the Equipment during the Lease Term.
(b) The Company may or any other person may, in good faith and at its own expense, contest any such taxes, assessments in lieu of tax payments, assessments, and other charges, after giving notice of its intention to do so to the Issuer. In the event of any such proceedingscontest, the Company or such other person, as applicable, may permit the taxes, assessments assessments, or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, providedunless the Issuer shall notify the Company or such other person, howeveras applicable, that (i) neither by nonpayment of any such items the Facility nor Equipment, or any part thereof thereof, may be imminently subject to loss or interest therein would forfeiture, in which event such taxes, assessments, or charges shall be paid promptly or secured by posting a bond in any immediate danger of being sold, forfeited or lost by reason of such proceedings form and (ii) substance satisfactory to the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such securityIssuer. The Issuer shall, if any, as may be required in such proceedings or requested by the Agency.
Company or such other person, as applicable, and provided that the Issuer shall be indemnified and held harmless against and from all costs and expenses (cincluding attorneys' fees) The Agency agrees that if it or which may be reasonably incurred by the Issuer in connection therewith, cooperate fully with the Company contests any taxes, assessments or such other charges provided for in paragraph (b) hereof, all sums returned and received by the Agencyperson, as a result thereofapplicable, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all in any such amounts; which such obligation shall survive the expiration or termination of this Lease Agreementcontest.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofpayable, (i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property property installed or brought by the Company therein or thereon, including, including without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and foregoing any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; , (ii) all payments under a certain payment-in-lieu of tax agreement by and between the parties hereto, to be executed in connection with this transaction (as defined in Article IX hereof) by the parties simultaneously herewith, (iii) all utility and other charges, including “service charges”, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iiiiv) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided provided, that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Leaseback Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) term of this Leaseback Agreement. The Company may may, at its own expense, and in its own name or on behalf of the Agency, in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company may not permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom. If it should be determined that any state or local sales or compensatory use taxes are payable with respect to the [rehabilitation, providedrenovation,] construction, howeverequipping, that (i) neither purchase or rental of machinery or equipment, materials or supplies in connection with the Facility nor any part thereof Facility, or interest therein would be are in any immediate danger of being sold, forfeited manner otherwise payable directly or lost by reason of such proceedings and (ii) indirectly in connection with the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request thereforFacility, the Company shall deliver to pay the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to same and defend and indemnify the Agency evidencing payment from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any taxsuch taxes.
Appears in 1 contract
Taxes, Assessments and Utility Charges. The Borrower shall (aand shall cause each Borrower Party to) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, or cause to be paid, as the same become and when due and before any fineprior to delinquency, penaltyall Taxes, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments assessments and governmental charges of any kind whatsoever which that may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility Borrower Party or any part or component thereof, or the rental or sale of the Facility or applicable Project (including all assessments and charges lawfully made by any part thereofGovernmental Authority for public improvements that may be secured by a Lien on such applicable Project), and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, charges incurred or imposed for or with respect to in the operation, maintenance, use, occupancyoccupancy and upkeep of such applicable Project; provided, upkeep and improvement of the Facility; and (iii) all assessments and charges of however, that any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments Borrower Party may contest or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required cause to be paid during the Lease Term.
(b) The Company may contested in good faith contest any such taxesTaxes, assessments and other charges. In the event of any charges and, in such proceedingsevent, the Company may permit the taxesTaxes, assessments or other charges so contested to remain unpaid during any period, including appeals, when such Borrower Party is in good faith contesting or causing to be contested the period of same by appropriate proceedings, so long as (a) reserves reasonably satisfactory to the Administrative Agent have been established on such proceedings and Borrower Party’s books in an amount sufficient to pay any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxesTaxes, assessments or other charges provided for in paragraph (b) hereofcharges, all sums returned accrued interest thereon and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities potential penalties or other proof costs relating thereto, or other provision for the payment thereof reasonably satisfactory to the Agency evidencing payment Administrative Agent shall have been made, (b) enforcement of the contested Tax, assessment or other charge is effectively stayed for the entire duration of such contest and (c) any taxTax, assessment or other charge determined to be due, together with any interest or penalties thereon, is immediately paid after resolution of such contest.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Taxes, Assessments and Utility Charges. (a) Subject to the exemptions from New York State Sales Tax Exemption and the Real Property Tax Abatements as provided hereunderUse Tax, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-non- payment thereof, (i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; and (iv) all payments under the Recapture Agreement; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the AgencyAgency or any Lender.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the AgencyAgency and the Lender, if any, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency and any such Lender evidencing payment of any tax.
Appears in 1 contract
Samples: Lease and Project Agreement
Taxes, Assessments and Utility Charges. (aA) Subject The Company shall pay or cause to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to paybe paid, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i1) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machineryProject Facility, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii2) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Project Facility; , and (iii3) all assessments and charges of any kind whatsoever lawfully made against the Project Facility by any governmental body Governmental Authority for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement hereunder to pay only such installments as are required to be paid during all periods that any Bond shall be Outstanding and/or during the Lease Termterm of this Installment Sale Agreement or any other Financing Document.
(bB) The Notwithstanding the provisions of subsection (A) of this Section 6.2, the Company may withhold any such payment and the Company may in good faith actively contest any such taxes, assessments and other charges provided that the Company (1) first shall have notified the Issuer, the Trustee and the Bank in writing of such contest, (2) an Event of Default has not occurred under any of the Financing Documents, including, without limitation, the Reimbursement Agreement, (3) shall have set aside adequate reserves for any such taxes, assessments and other charges. In , and (4) demonstrates to the event reasonable satisfaction of the Issuer, the Trustee and the Bank that the non-payment of such items will not subject the Lien of any Financing Document on the Project Facility, or subject the Project Facility or any part thereof, to loss or forfeiture. Otherwise, such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration paid promptly or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably secured by posting a bond in form and substance satisfactory to the Agency evidencing payment of any taxIssuer, the Trustee and the Bank.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, : (i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility Facilities and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility Facilities or any component part or component thereof, or the rental or sale of the either Facility or any part thereof, thereof and any taxes levied upon or with respect to the income Income or revenues of the Agency Issuer from the FacilityFacilities; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the FacilityFacilities; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided , provided, that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Loan Agreement to pay only such installments as are required to be paid during the Lease 2017 Contract Term and the 2020 Contract Term, so long as such assessments and charges are not made delinquent by payment in installments.
(b) The Company may in good faith contest any such taxes, payments-in-lieu of taxes, assessments and other charges. In charges provided that the event Company will furnish the Trustee with a bond or cash deposit equal to at least the amount so contested or with an opinion of Independent Counsel reasonably acceptable to the Trustee stating that by nonpayment of any such proceedingsitems during the contest thereof of the lien of the 2017 Mortgage or the 2020 Mortgage will not be materially endangered and none of the 2017 Project, the 2020 Project nor any material part thereof will be subject to imminent loss or forfeiture. The proceeds of the bond or the cash deposit may be used by the Trustee to satisfy the lien if action is taken to enforce the lien and such action is not stayed. The bond or cash deposit will be returned to the Company if the lien is successfully contested. If the Company is unable or otherwise fails to obtain such a bond or provide such a cash deposit or such an opinion of Independent Counsel, the Company may permit the taxes, assessments or other charges so contested will cause all such items to remain unpaid during the period of such proceedings be satisfied and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost discharged promptly by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agencypayment thereof.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, Trustee official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Loan Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Company Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Company Facility or any part or component thereof, or the rental or sale of the Company Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Company Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Company Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Company Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the FacilityFacility (other than ad valorem taxation which has been abated by the PILOT Agreement (defined below)), (ii) all payments under a certain payment-in-lieu-of-tax agreement, dated as of the date hereof, by and between the Agency and the Company (the "PILOT Agreement"); (iiiii) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iiiiv) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided provided, that, ; with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Leaseback Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company Company, at its own expense and in its own name and on behalf or in the name and on behalf of the Agency but with notice to the Agency, may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company may may, with prior written notice to the Agency, permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by therefrom unless the Agency reasonably requests payment prior to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreementsettlement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Leaseback Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments payments-in-lieu-of-taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other chargescharges (other than PILOT Payments). In the event of any such proceedings, the Company may permit the taxes, assessments or other charges (but in no event the PILOT Payments) so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Institution agrees to pay, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i) all taxes, PILOT Payments taxes and governmental charges of any kind (if any) whatsoever which may at any time be lawfully assessed or levied against or with respect to the Mortgaged Property or the Facility and any machinery, equipment or other Property property installed or brought bought by the Company Institution therein or thereon, including, without limiting the generality of the foregoinglimitation, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency Institution from the Mortgaged Property or the Facility; , (ii) all utility and other charges, including “service charges”, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; Mortgaged Property or the Facility and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; , provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Institution shall be obligated under this Lease Bond Purchase Agreement to pay only such installments as are required to be paid during the Lease Termterm of the Bonds.
(b) The Company may in good faith contest Institution shall not be required to pay any such taxestax, assessments and assessment or other chargescharges (if any) which is subject to a Good Faith Contest. In the event of any such proceedingsGood Faith Contest, the Company Institution may permit the taxes, assessments or and other charges so contested contested, to remain unpaid during the period of such proceedings Good Faith Contest and any appeal therefrom, providedunless the Issuer or its members, howeverdirectors, that (i) neither the Facility nor any part thereof officers, agents or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as servants may be required liable for prosecution for such nonpayment in which event the Institution shall promptly take such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, action as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any taxIssuer.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Borrower agrees to pay, as the same respectively become due due, and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, subject to Section 6.3(b)
(i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to (1) the Facility and Security Property, (2) any replacement machinery, equipment or other Property property installed or brought by the Company Borrower therein or thereon, including, thereon (including without limiting the generality of the foregoing, limitation any sales sale or use taxes), (3) worker's compensation taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale employees of the Facility Borrower located at or any part thereofassigned to the Project, and any taxes levied upon or with respect to (4) the income or revenues of the Agency Borrower from the Facility; Project, (ii) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; Security Property, and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Borrower shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Loan Term.
(b) The Company Borrower may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company Borrower may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, providedprovided that a reserve in an amount satisfactory to the Board has been established with respect thereto with the Trustee. If the Board or the Trustee shall notify the Borrower that by nonpayment of any such items the security interest as to any part of the Security Property will be materially endangered or the Security Property or any part thereof will be subject to loss or forfeiture, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration paid promptly or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably secured by posting a bond in form and substance satisfactory to the Agency evidencing payment of any taxBoard and the Trustee.
Appears in 1 contract
Samples: Loan Agreement (Excelsior Henderson Motorcycle Manufacturing Co)
Taxes, Assessments and Utility Charges. (a) Subject to Throughout the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunderTerm, the Company PESRM agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofthereto, (i) all taxes, PILOT Payments and payments in lieu of taxes or governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property personal property installed or brought purchased by the Company PESRM therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency PESRM from the Facility; , and (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, and upkeep and improvement of the Facility; . PESRM shall indemnify and (iii) all assessments hold NGL harmless from and against any liability for any such taxes, assessments, utility and other charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, which may be assessed against NGL with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease TermFacility.
(b) The Company may Each Party shall cooperate with the other Party and take any reasonably requested action which does not cause such Party to incur any material cost or inconvenience in good faith contest order to minimize any taxes, payments in lieu of taxes, or governmental or other charges described in Section 4.5(a), including providing sales and use tax exemption certificates or other documentation necessary to support tax exemptions. Each Party agrees to provide the other Party such information and data as reasonably requested from time to time, and to fully cooperate with the other Party, in connection with (i) the reporting and payment of any such taxes, assessments and other payments or charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company any audit relating to any such taxes, payments or charges, or (iii) any assessment, refund, claim or proceeding relating to any such taxes, payments or charges. PESRM shall have set aside on its books adequate reserves with respect thereto and shall have furnished such securitythe exclusive right to control any audit, if anyexamination, as may be required in such proceedings contest, litigation or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any other proceeding relating to taxes, assessments payments in lieu of taxes, or governmental or other charges provided for changes described in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease AgreementSection 4.5(a).
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Installment Sale and Purchase Agreement (Philadelphia Energy Solutions Inc.)
Taxes, Assessments and Utility Charges. (a) Subject The Company shall pay, or cause to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to paybe paid, as the same shall respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, due: (i) all taxes, PILOT Payments in lieu of tax payments, regulatory fees, and governmental charges of any kind whatsoever which whatsoever, including ad valorem taxes, that may at any time be lawfully assessed or levied against or with respect to the Facility and and/or any machineryfurnishings, equipment equipment, or other Property installed or brought by the Company or any other person, therein or thereon, includingexcluding, without limiting the generality of the foregoinghowever, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency Issuer from the Facility; (ii) all utility and or other charges, including "service charges, ," incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep upkeep, and improvement of the Facility; and and, (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided thatimprovements which are in respect of the Facility or any part thereof. It is acknowledged and agreed, with respect to special assessments or other governmental charges however, that may lawfully be paid in installments over a period of years, the Issuer and the Company shall do not expect or intend that any ad valorem taxes will be obligated under this Lease Agreement to pay only such installments as are required to be paid assessed against the Facility during the Lease Term.
(b) The Company may or any other person may, in good faith and at its own expense, contest any such taxes, assessments in lieu of tax payments, assessments, and other charges, after giving notice of its intention to do so to the Issuer. In the event of any such proceedingscontest, the Company or such other person, as applicable, may permit the taxes, assessments assessments, or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, providedunless the Issuer shall notify the Company or such other person, howeveras applicable, that (i) neither by nonpayment of any such items the Facility nor Facility, or any part thereof thereof, may be imminently subject to loss or interest therein would forfeiture, in which event such taxes, assessments, or charges shall be paid promptly or secured by posting a bond in any immediate danger of being sold, forfeited or lost by reason of such proceedings form and (ii) substance satisfactory to the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such securityIssuer. The Issuer shall, if any, as may be required in such proceedings or requested by the Agency.
Company or such other person, as applicable, and provided that the Issuer shall be indemnified and held harmless against and from all costs and expenses (cincluding attorneys' fees) The Agency agrees that if it or which may be reasonably incurred by the Issuer in connection therewith, cooperate fully with the Company contests any taxes, assessments or such other charges provided for in paragraph (b) hereof, all sums returned and received by the Agencyperson, as a result thereofapplicable, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all in any such amounts; which such obligation shall survive the expiration or termination of this Lease Agreementcontest.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Phase 2B Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Phase 2B Facility or any part or component thereof, or the rental or sale of the Phase 2B Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Phase 2B Facility; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Phase 2B Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other chargescharges (other than PILOT Payments). In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so (but in no event the PILOT Payments)so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Phase 2B Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Samples: Phase 2b Lease and Project Agreement
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Borrower agrees to pay, as the same respectively become due due, and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofsubject to Section 6.3(b), (i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to (1) the Facility and Security Property, (2) any machinery, equipment or other Property property installed or brought by the Company Borrower therein or thereon, including, thereon (including without limiting the generality of the foregoing, limitation any sales sale or use taxes), (3) worker's compensation taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale employees of the Facility or any part thereofBorrower, and any taxes levied upon or with respect to (4) the income or revenues of the Agency Borrower from the Facility; Project, (ii) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; Security Property, and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Borrower shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Loan Term.
(b) The Company Borrower may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company Borrower may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, providedprovided that a reserve in an amount satisfactory to the Board has been established with respect thereto with the Trustee. If the Board or the Trustee shall notify the Borrower that by nonpayment of any such items as to any part of the Security Property will be materially endangered or the Security Property or any part thereof will be subject to loss or forfeiture, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration paid promptly or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably secured by posting a bond in form and substance satisfactory to the Agency evidencing payment of any taxBoard and the Trustee.
Appears in 1 contract
Samples: Loan Agreement (Sparta Foods Inc)
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The Borrower agrees to pay, as the same before they become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdelinquent, (i) all taxes, PILOT Payments taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machineryFacility, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other charges, including without limitation, 'service charges', incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; , and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company Borrower shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Contract Term.
(b) The Company may Borrower may, after written notice to the Issuer of its intention to do so, in good faith contest any such taxes, assessments and other charges. In the event of any such proceedingscontest, the Company Borrower may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings contest and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) If an Event of Defaullt hereunder shall have occurred, the Issuer may require the Borrower to make monthly deposits with the Trustee, in an interest bearing account, of a sum equal to one-twelfth of the yearly taxes and assessments which may be levied against the Facility. The Agency agrees that if it or the Company contests any taxesamount of such taxes and assessments, assessments or other charges provided for in paragraph (b) hereofwhen unknown, all sums returned and received shall be estimated by the Agency, as a result thereof, will Issuer. Such deposits shall be promptly transmitted used by the Agency Issuer to pay such taxes and assessments when due. Any insufficiency of such account to pay such charges when due, shall be paid by the Borrower to the Company Issuer on demand. If, by reason of any Event of Default by the Borrower under any provision hereof the Issuer declares the Facility Note to be due and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request thereforpayable, the Company shall deliver to Issuer may then apply any funds in said account against the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.obligation secured by the
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject The Lessee shall be solely liable for all taxes with respect to the Sales Tax Exemption and Campus during the Real Property Tax Abatements as provided hereunder, the Company Lease Term. The Lessee agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due to, or be imposed by operation of law for the non-payment thereof, (i) all taxes, PILOT Payments payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility Campus and any machinery, equipment or other Property property installed or brought bought by the Company Lessee therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility Campus or any part or component thereof, or the rental or sale of the Facility Campus or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency Lessor from the Facility; (ii) all utility and other chargesCampus. Provided, including service charges, incurred that any sales or use taxes imposed for or with respect to the operationCampus or any part or component thereof, maintenance, use, occupancy, upkeep and improvement shall be considered part of the Facility; and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease TermTotal Project Cost.
(b) The Company may Lessee shall pay or cause to be paid all charges for gas, water, sewage, disposal, garbage and refuse collection, electricity, light, heat or power, telephone or other communication service used, rendered or supplied upon or in good faith connection with the Campus during the Lease Term and shall indemnify the Lessor against any liability or damages on such account.
(c) Notwithstanding the terms of paragraph (a) above, the Lessee may, at its option, withhold payments of franchise tax and payments of sales and use taxes while a contest of such tax is pending, however, while any such contest is pending the Lessee shall pay all such other taxes, assessments and other charges. In the event of any such proceedingscharges when due, the Company may permit the taxesunder protest, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency subject to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease AgreementLessee's contest.
(d) Within thirty (30) calendar days of receipt of written request therefor, the Company Lessee shall deliver to the Agency, Lessor official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency Lessor evidencing payment of any taxtax or payment in lieu thereof.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the Company The College agrees to pay, as the same respectively become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereofdue, (i) all taxes, PILOT Payments taxes and governmental charges of any kind (if any) whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property property installed or brought bought by the Company College therein or thereon, including, without limiting the generality of the foregoinglimitation, any sales or use taxes imposed with respect to the Facility or any part or component thereof, or the rental or sale of the Facility or any part thereof, and any taxes levied upon or with respect to the income or revenues of the Agency College from the Facility; , (ii) all utility and other charges, including "service charges", incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the Facility; Facility and (iii) all assessments and charges of any kind whatsoever lawfully made by any governmental body for public improvements; , provided that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company College shall be obligated under this Lease Bond Purchase Agreement to pay only such installments as are required to be paid during the Lease Termterm of the Bonds.
(b) The Company College, upon written notice to the Bank, may in good faith contest any such taxes, assessments and other chargescharges (if any). In the event of any such proceedingscontest, the Company College may permit the taxes, assessments or and other charges so contested contested, to remain unpaid during the period of such proceedings contest and any appeal therefrom, providedunless the Issuer or its members, howeverofficers, that (i) neither the Facility nor any part thereof agents or interest therein would be in any immediate danger of being sold, forfeited or lost by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as servants may be required liable for prosecution for such nonpayment in which event the College shall promptly take such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, action as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any taxIssuer.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements Obligations of Tenant - Taxes. Tenant shall pay as provided hereunder, the Company agrees to pay, as the same become due and before any fine, penalty, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, (i) additional rent all taxes, PILOT Payments and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes Taxes imposed with respect to the Facility demised premises or any part or component portion thereof, Tenant's interest therein, and/or property of Tenant located thereon or therein, which are attributable to any period beginning with the rental or sale date of commencement of this Lease and until the end of the Facility or any part thereofterm as the same may be extended from time to time. As used herein the term Taxes shall mean: All taxes, assessments, rates, charges, betterments, excises, levies, license and permit fees, and any taxes levied upon or with respect to the income or revenues of the Agency from the Facility; (ii) all utility and other governmental charges, including service chargesor impositions, incurred or imposed for or with respect to the operationgeneral and special, maintenanceordinary and extraordinary, useunforeseen and foreseen, occupancy, upkeep and improvement of the Facility; and (iii) all assessments and charges of any kind and nature whatsoever lawfully made by which at any governmental body for public improvements; provided thattime may be assessed, with levied, confirmed, imposed upon, become due and payable out of or in respect to special assessments of, or other governmental charges that may lawfully be paid in installments over becoming a period of yearslien on the demised premises, the Company shall be obligated under this Lease Agreement to pay only such installments as are required to be paid during the Lease Term.
(b) The Company may in good faith contest any such taxes, assessments and other charges. In the event of any such proceedings, the Company may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such proceedings and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger appurtenance thereto, or upon any lease, rent, use or occupation of being soldthe demised premises, forfeited or lost by reason of any part thereof or any facilities associated therewith, and such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, franchises as may be required in such proceedings or requested by the Agency.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency appurtenant to the Company use thereof; excluding, however, general federal and that the Company state income, death, gift or transfer taxes of Landlord. Should any such Taxes be determined with respect to rents or Tenant's use and/or occupancy, Tenant shall be entitled responsible for the entire amount of such Tax which is determined with respect to retain all such amounts; which such obligation shall survive the expiration rents or termination of this Lease AgreementTenant's use and/or occupancy.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any tax.
Appears in 1 contract
Taxes, Assessments and Utility Charges. (a) Subject to the Sales Tax Exemption and the Real Property Tax Abatements as provided hereunder, the The Company agrees to pay, as the same become due and before any fine, penalty, premium, interest (except interest which is payable in connection with legally permissible installment payments) or other cost which may be added thereto or become due or be imposed by operation of law for the non-payment thereof, : (i) all taxes, PILOT Payments assessments, payments in lieu of taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Facility Project and any machinery, equipment or other Property installed or brought by the Company therein or thereon, including, without limiting the generality of the foregoing, any sales or use taxes imposed with respect to the Facility Project or any component part or component thereof, or the rental or sale of the Facility Project or any part thereof, thereof and any taxes levied upon or with respect to the income or revenues of the Agency Issuer from the FacilityProject; (ii) all utility and other charges, including service charges, incurred or imposed for or with respect to the operation, maintenance, use, occupancy, upkeep and improvement of the FacilityProject; and (iii) all assessments assessments, payments-in-lieu of taxes and charges of any kind whatsoever lawfully made by any governmental body for public improvements; provided , provided, that, with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated under this Lease Loan Agreement to pay only such installments as are required to be paid during the Lease Contract Term, so long as such assessments and charges are not made delinquent by payment in installments.
(b) The Company may in good faith contest any such taxes, payments-in-lieu of taxes, assessments and other charges. In charges provided that the event Company will furnish the Trustee with a bond or cash deposit equal to at least the amount so contested or with an opinion of Independent Counsel reasonably acceptable to the Trustee stating that, by nonpayment of any such proceedingsitems during the contest thereof, the lien of the Mortgage will not be materially endangered and neither the Project nor any material part thereof will be subject to imminent loss or forfeiture. The proceeds of the bond or the cash deposit may be used by the Trustee to satisfy the lien if action is taken to enforce the lien and such action is not stayed. The bond or cash deposit will be returned to the Company if the lien is successfully contested. If the Company is unable or otherwise fails to obtain such a bond or provide such a cash deposit or such an opinion of Independent Counsel, the Company may permit the taxes, assessments or other charges so contested will cause all such items to remain unpaid during the period of such proceedings be satisfied and any appeal therefrom, provided, however, that (i) neither the Facility nor any part thereof or interest therein would be in any immediate danger of being sold, forfeited or lost discharged promptly by reason of such proceedings and (ii) the Company shall have set aside on its books adequate reserves with respect thereto and shall have furnished such security, if any, as may be required in such proceedings or requested by the Agencypayment thereof.
(c) The Agency agrees that if it or the Company contests any taxes, assessments or other charges provided for in paragraph (b) hereof, all sums returned and received by the Agency, as a result thereof, will be promptly transmitted by the Agency to the Company and that the Company shall be entitled to retain all such amounts; which such obligation shall survive the expiration or termination of this Lease Agreement.
(d) Within thirty (30) days of receipt of written request therefor, the Company shall deliver to the Agency, Trustee official receipts of the appropriate taxing authorities or other proof reasonably satisfactory to the Agency evidencing payment of any each tax.
Appears in 1 contract
Samples: Loan Agreement (Roth CH Acquisition I Co. Parent Corp.)
