Transfers to Facilitate Tax-Exempt Financing Sample Clauses

Transfers to Facilitate Tax-Exempt Financing. (a) Notwithstanding the provisions of Section 17.1, the Parties acknowledge and agree that, on or prior to the Closing Date (or within a reasonably practical time thereafter), Preston Hollow, as the Parking Company, will assign and transfer its rights in the Metered Parking System, this Agreement, Parking Company Interest and the rights and obligations of the Parking Company under this Agreement to the Arizona Industrial Development Authority, a nonprofit corporation designated a political subdivision of the State of Arizona (the “AZIDA Assignee”), which AZIDA Assignee will enter into an assignment and assumption agreement in form and substance satisfactory to Metro, acting reasonably, wherein the AZIDA Assignee acquires the rights and assumes the obligations of the Parking Company and agrees to perform and observe all of the obligations and covenants of the Parking Company under this Agreement. In consideration for such assignment and transfer to the AZIDA Assignee by Preston Hollow, the AZIDA Assignee will make a certain payment to Preston Hollow, which payment will be financed by means of a long-term tax-exempt financing. The AZIDA Assignee will observe such covenants by executing an asset development and project management services agreement, in form and substance satisfactory to Metro, with a Nonprofit Affiliate (as defined below) of Provident Resources Group Inc., a Georgia nonprofit corporation and entering into, or causing the Nonprofit Affiliate to enter into, an operating agreement, in form and substance satisfactory to Metro, with LAZ Parking Georgia LLC, as the Operator, to operate the Metered Parking System in a manner consistent with the provisions set forth in this Agreement, with each of such contracts intended to qualify under IRS Revenue Procedure 2017-13 as not giving rise to “private business use” within the meaning of the Internal Revenue Code. Metro acknowledges such expectation and agrees to reasonably cooperate with the Parking Company in order to facilitate such assignment and assumption, asset management, operation, and such long-term tax-exempt financing, such cooperation to include the execution and delivery by Metro of such recitals, certifications, and agreements as may be reasonably required in order for tax counsel to conclude that interest on the obligations issued to accomplish such financing will be excluded from gross income under Section 103 of the Internal Revenue Code. ANY OBLIGATIONS ISSUED TO FACILITATE SUCH LONG-TE...
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Related to Transfers to Facilitate Tax-Exempt Financing

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  • Modification and Withdrawal of Tenders 2.19.1 The tenderer may modify or withdraw its tender after the tender’s submission, provided that written notice of the modification, including substitution or withdrawal of the tenders, is received by the Procuring Entity prior to the deadline prescribed for submission of tenders.

  • How Are Distributions From a Traditional IRA Taxed for Federal Income Tax Purposes Amounts distributed to you are generally includable in your gross income in the taxable year you receive them and are taxable as ordinary income. To the extent, however, that any part of a distribution constitutes a return of your nondeductible contributions, it will not be included in your income. The amount of any distribution excludable from income is the portion that bears the same ratio as your aggregate non-deductible contributions bear to the balance of your Traditional IRA at the end of the year (calculated after adding back distributions during the year). For this purpose, all of your Traditional IRAs are treated as a single Traditional IRA. Furthermore, all distributions from a Traditional IRA during a taxable year are to be treated as one distribution. The aggregate amount of distributions excludable from income for all years cannot exceed the aggregate non-deductible contributions for all calendar years. You must elect the withholding treatment of your distribution, as described in paragraph 22 below. No distribution to you or anyone else from a Traditional IRA can qualify for capital gains treatment under the federal income tax laws. Similarly, you are not entitled to the special five- or ten-year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Historically, so-called “excess distributions” to you as well as “excess accumulations” remaining in your account as of your date of death were subject to additional taxes. These additional taxes no longer apply. Any distribution that is properly rolled over will not be includable in your gross income.

  • FUND TRANSFER FACILITIES VIA TBS The Account Holder may apply, in accordance with the Bank’s prescribed procedure then prevailing and the Bank may, in its reasonable discretion, permit the Account Holder to operate such fund transfer facilities via the TBS, including without limitation, GIRO or direct debit banking system as may be made available by the Bank from time to time. The Account Holder acknowledges that the operation of such fund transfer facilities shall be subject to the relevant terms and conditions governing such facilities.

  • Change of Control of the Academy Trust 102A) The Secretary of State may at any time by notice in writing, subject to clause 102C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • Dispositions Make any Disposition or enter into any agreement to make any Disposition, except:

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