Tax Reserve. The term “Tax Reserve,” as used in this Agreement, shall mean the Quota Share Percentage of the reserve calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 with respect to the Annuities. The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve and the Modified Coinsurance Reserve. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns. SCHEDULE C QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS FROM CEDING COMPANY (TLIC) TO REINSURER (FIREBIRD RE) Reporting Quarter: Calendar Year:
Tax Reserve. The term “Tax Reserve,” as used in this Agreement, means the reserve as calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 on the portion of the annuities reinsured hereunder The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve defined in Paragraph 1. above and the Modified Coinsurance Reserve defined in Paragraph 2. above. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns. SCHEDULE C QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS FROM CEDING COMPANY TO REINSURER Reporting Quarter: Calendar Year: Date Report Completed:
Tax Reserve. On or prior to February 23, 2014 (or within such longer period as Agent may agree at its sole option), the Loan Parties shall deliver, or cause to be delivered, to Agent a multi-jurisdictional mortgage statement signed on behalf of each Australian Loan Party who provides a Lien where any of the relevant secured property is situated, or taken under the Duties Axx 0000 (NSW) of Australia to be situated, in New South Wales, Australia (the “Multi-Jurisdictional Mortgage Statement”). Agent may withhold, from the proceeds of the Term Loan advanced on the Closing Date, a reserve in the amount of $100,000 (the “Tax Reserve”), which the Loan Parties represent and warrant constitutes the Loan Parties’ reasonable and good faith estimate of the amount required as at the date of this Agreement to pay in full all New South Wales mortgage duty owing now or in the future with respect to the transactions contemplated by the Loan Documents under the Duties Act of 1997 (NSW) of Australia. For the avoidance of doubt, the parties agree that the Tax Reserve is a fully-funded reserve via the proceeds of the Term Loan on the Closing Date, and, accordingly, the amount of the Tax Reserve shall be included in the principal amount of the Term Loan owing by Borrowers and guaranteed by the other Loan Parties and secured by all of the liens and security interests granted under the Loan Documents. Agent may hold the Tax Reserve in any commercially reasonable manner as determined by Agent.
Tax Reserve. (a) At the time of disbursement of a Property Loan with respect to any Financed Property or Financed Single Plat Development, the Borrowers shall pay to the Paying Agent (or such amounts shall be remitted from the proceeds of such Property Loan on such Financed Property or Financed Single Plat Development pursuant to Section 2.02(c) or upon release of any Renovation Reserves or Debt Service Reserves with respect to any Converted Property, to the extent the Tax Reserves for such Financed Property or Financed Single Plat Development have not previously been deposited or are not in compliance with this Section 6.05 on such date) for transfer to the Tax Reserve Account an amount equal to the Diligence Agent’s estimate of six (6) months of Real Estate Taxes and Applicable HOA Property Fees with respect to each Financed Property and each Financed Single Plat Development (the “Tax Reserves”) in accordance with this Section 6.05. Borrowers shall provide to the Diligence Agent and the Administrative Agent an estimate of and supporting information for the amount of the real estate taxes and Applicable HOA Property Fees for each Financed Property and each Financed Single Plat Development and of any changes thereto occurring from time to time in order for Diligence Agent to make such estimates of real estate taxes and Applicable HOA Property Fees pursuant to this Section 6.05. The Borrowers shall provide to the Diligence Agent such certificates, tax bills and other evidence as the Diligence Agent may reasonably require. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, or at the direction of the Majority Lenders shall, direct the Paying Agent in writing to withdraw all or any portion of the Tax Reserve from the Tax Reserve Account and apply such funds either to pay (i) real estate taxes and Applicable HOA Property Fees or (ii) the Allocated Loan Amount in respect of each Financed Property, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Administrative Agent may determine in its sole discretion. In making any payment from the Tax Reserve Account during an Event of Default, the Administrative Agent may do so according to any xxxx, statement or estimate procured from the appropriate public office or HOA, without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof, or Applicabl...
Tax Reserve. The term “Tax Reserve,” as used in this Agreement, means the reserve as calculated according to the methods and valuation assumptions described in Section 807 of the Internal Revenue Code of 1986 on the portion of the Annuities reinsured hereunder. The Tax Reserve shall be allocated proportionately between the Coinsurance Reserve defined in Paragraph 1, above and the Modified #115110 2 12/30/2008 Coinsurance Reserve defined in Paragraph 2. above. The Reinsurer shall report the portion of the Tax Reserve allocated to the Coinsurance Reserve on its tax returns and the Ceding Company shall report the portion of the Tax Reserve allocated to the Modified Coinsurance Reserve on its tax returns. #115110 3 12/30/2008 SCHEDULE C QUARTERLY REPORT OF ACTIVITY AND SETTLEMENTS FROM CEDING COMPANY TO REINSURER Reporting Quarter: Calendar Year: Date Report Completed:
Tax Reserve. (i) If, immediately prior to the last Class H Conversion Date (as defined in the Acquiror LP Agreement), there is any pending audit, examination, investigation or other proceeding, claim or assessment with respect to Taxes (“Tax Audit”) or the Acquiror has received notice of any Tax Audit that, as agreed by the Acquiror and the Holders’ Representative, acting reasonably, could give rise to an indemnifiable obligation under Section 7.14(a)(i), a number of Class E Units that a holder of Class G Interests and Class H Interests would receive upon conversion of such Interest at such time, in each case, rounded down to the nearest whole unit, with an aggregate value at such time, equal to the product of (x) the aggregate Class E Pro Rata Percentage of Holding and each Holder (determined without regard to the exclusion of Class E Units that were converted from Class G Interests or Class H Interests in the numerator or denominator thereof) calculated as of the time of such restriction, multiplied by (y) the dollar value of the anticipated outcome of such Tax Audit, as agreed by the Acquiror and the Holders’ Representative, acting reasonably, divided by (z) the Market Price at such time (together, the “Audit Restricted Units”) will be subject to the forfeiture provisions of this Section 10.7 and will not be exchangeable into Parent Common Stock, until such time as the Tax Audit and any claims resulting therefrom are finally determined. The Audit Restricted Units shall be allocated across Holding and the Holders in accordance with their respective Class E Pro Rata Percentages, determined without regard to the exclusion of Class E Units that were converted from Class G Interests or Class H Interests in the numerator or the denominator thereof, calculated as of the time of such restriction.
Tax Reserve. Borrower shall pay (from Borrower's funds other than Loan Proceeds) to Lender for deposit into a reserve established by Lender for the payment of all annual real estate taxes, assessments and similar charges relating to the Project (collectively, "Property Taxes") at least ten (10) days prior to their respective due dates (the "Tax Reserve"), (A) the sum of $158,000.00 on the Closing Date ("Initial Tax Reserve Deposit") and (B) as a condition to extending the Initial Stated Maturity Date pursuant to Section 2.3(3), the sum of an amount sufficient to pay the Property Taxes estimated by Lender becoming due on February 1, 2017 (the "Extension Tax Deposit"). Borrower shall furnish Lender with bills for the Property Taxes for which the Tax Reserve funds are required at least thirty (30) days prior to the date on which such Property Taxes first become payable. If at any time the amount on deposit in the Tax Reserve is insufficient to pay such Property Taxes, Borrower shall pay any deficiency to Lender immediately upon demand, for deposit in the Tax Reserve. Lender shall pay such Property Taxes when the amount on deposit in the Tax Reserve is sufficient to pay such Property Taxes and Lender has received a bxxx for such Property Taxes.
Tax Reserve. Borrower shall deposit (or cause to be deposited) with Lender (or such agent of Lender as Lender may designate in writing to Borrower from time to time), monthly, on each Payment Date, 1/12th of the annual charges (as estimated by Lender) for all Impositions relating to the Mortgaged Property. Borrower shall also deposit with Lender, simultaneously with such monthly deposits and/or on the Closing Date, a sum of money which, together with such monthly deposits, will be sufficient to make the payment of each such charge at least thirty (30) days prior to the date finally delinquent. Should such charges not be ascertainable at the time any deposit is required to be made, the deposit shall be made on the basis of Lender’s estimate. When the charges are fixed for the then current year or period, Borrower shall deposit any deficiency within fifteen (15) days following Lender’s demand, and to the extent there is any excess, such amount shall, upon written request, be returned to Borrower. Should an Event of Default occur, the funds so deposited may be applied in payment of the charges for which such funds shall have been deposited or to the payment of the Obligations or any other charges affecting the Mortgaged Property as Lender in its sole and absolute discretion may determine, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided. Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges at least ten (10) days prior to the date on which each payment thereof shall first become delinquent. So long as (i) no Event of Default exists, (ii) Borrower has provided Lender with the foregoing bills and other documents in a timely manner, and (iii) sufficient funds are held by Lender for the payment of such charges, as applicable, Lender shall pay said items or allow such funds to be released to Borrower for it to pay said items. All refunds of Impositions shall be deposited into the tax Reserve.
Tax Reserve. The tax reserve will be transferred to Buyer at the Close of Escrow.
Tax Reserve. Notwithstanding anything to the contrary herein or in the Denver Master Lease, effective as of the Effective Date, Lessor and Lessee agree that all amounts deposited by Park Place Lessee into the Tax Reserve Account (as such is defined in the Denver Master Lease) shall, at Lessor's discretion, either be (i) retained by Lessor for purposes of the "impound account" set forth in Section 4.4 of the Lease and shall only be held until the next applicable tax payment is due (with no further "impound account" deposits required to be made by Xxxxxx unless and until required pursuant to Section 4.4 of the Lease) or (ii) concurrently with the execution of this Amendment released to Lessee (with no further "impound account" deposits required to be made by Lessee unless and until required by Section 4.4 of the Lease).
