IRS CONTINGENCY Sample Clauses

IRS CONTINGENCY. Notwithstanding anything contained herein to the contrary, the Seller and Buyer agree that they shall negotiate in good faith to reach an equitable adjustment to the provisions of this Agreement if (a) a private ruling is requested, and the National Office of the United States Internal Revenue Service notifies the Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC Research Foundation ("CTRC"), or any affiliate thereof that they will not rule the establishment and operation of Seller will not adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, (b) a private ruling is not requested, and CTRF, CTRC and/or any affiliate thereof are unable to obtain from qualified tax counsel an opinion satisfactory to each of them to the effect that the establishment and operation of Seller will not adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, (c) the Internal Revenue Service otherwise asserts that the establishment and operation of the Seller may adversely affect CTRF's, CTRC's or any such affiliate's status, or (d) Seller fails to receive at least $3,000,000 by June 30, 1996, from the sale to persons other than
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IRS CONTINGENCY. This Agreement is conditioned on the issuance of a private letter ruling by the U.S. Internal Revenue Service to Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC Research Foundation ("CTRCRF") that this Agreement is fair and reasonable and does not provide excessive compensation to Employee for the services and other contributions to be made by Employee hereunder. This Agreement is additionally conditioned on a similar favorable opinion by the outside auditors for CTRF and CTRCRF. Further, the parties agree that CTRF and/or CTRCRF shall have the option to obtain a "fairness opinion" of a consultant of their choice and at their expense, in addition to their outside auditor, and that should CTRF or CTRCRF exercise their option to obtain such an opinion, then this Agreement is further conditioned on that opinion being that this Agreement is fair and reasonable and does not provide excessive compensation for the services and other contributions to be made by Employee hereunder. Should the IRS, the outside auditor for CTRF or CTRCRF, or the consultant retained by CTRF or CTRCRF determine that this Agreement provides excessive compensation, then the parties agree to modify same in order to satisfy any fairness requirements.
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IRS CONTINGENCY. Notwithstanding anything contained herein to the contrary, the Company and the Employee agree that they shall negotiate in good faith to reach an equitable adjustment to the provisions of this Agreement in the event that (a) the United States Internal Revenue Service notifies the Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC Research Foundation ("CTRC"), or any affiliate thereof, that it will not rule that the establishment and operation of the Company will not adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, or the Internal Revenue Service otherwise asserts that the establishment and operation of the Company may adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, (b) a private ruling is not requested, and CTRF, CTRC and/or any affiliate thereof are unable to obtain from qualified tax counsel an opinion satisfactory to each of them to the effect that the establishment and operation of Seller will not adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code or (c) the Company fails to receive at least three million dollars ($3,000,000) by June 30, 1996 from the sale to persons other than CTRF, CTRC and their affiliates of its common or preferred stock. If the Company and the Employee cannot reach such an agreement within ninety (90) days subsequent to the occurrence of such an event, this Agreement shall automatically terminate as of the expiration of that ninety (90) day period." The remaining terms of the Agreement shall not be affected by this letter, and shall remain in full force and effect. Please acknowledge your agreement to the aforementioned amendment by executing this letter in the space provided below. Sincerely yours, ILEX Oncology, Inc. /s/ R. L. Xxxe ------------------------------------------ By: Richxxx X. Xxxe Its: President Agreed and accepted to April 10 , 1995 ---------- /s/ Alexxxxxx X. Xxxx -------------------------------- Alexxxxxx X. Xxxx
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IRS CONTINGENCY. Notwithstanding anything contained herein to the contrary, the Seller and Buyer agree that they shall negotiate in good faith to reach an equitable adjustment to the provisions of this Agreement if (a) a private ruling is requested, and the National Office of the United States Internal Revenue Service notifies the Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC Research Foundation ("CTRC"), or any affiliate thereof that they will not rule the establishment and operation of Seller will not adversely affect CTRF's, CTRC's or any such affiliate's status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, (b) a private ruling is not requested, and CTRF, CTRC and/or any affiliate thereof are unable to obtain from qualified tax counsel an opinion satisfactory to each of them to the effect that the establishment and operation of Seller
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IRS CONTINGENCY. Notwithstanding anything contained herein to the contrary, Ilex Oncology and Dr. Xxx Xxxx xxxee that they shall negotiate in good faith to reach an equitable adjustment to the provisions of this Agreement in the event that either (a) the United State Internal Revenue Service notifies the Cancer Therapy and Research Foundation of South Texas ("CTRF") and/or CTRC Research Foundation EXECUTED as of the day and year first above written. ILEX ONCOLOGY, INC. By: /s/ RICHXXX XXXX ----------------------------------------- Name: Richxxx Xxxx --------------------------------------- Title: President -------------------------------------- CONSULTANT: /s/ DANIXX XXX XXXX -------------------------------------------- Danixx Xxx Xxxx, X.D. DUTIES AND SERVICES
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Related to IRS CONTINGENCY

  • Borrowing Base Deficiency If at any time there exists a Borrowing Base Deficiency the Borrower shall cure same in accordance with Section 2.06 hereof.

  • Borrowing Base Determination Until the Revolving Credit Termination Date:

  • Required Repair Funds 70 7.1.1 Deposits .................................................... 70 7.1.2 Release of Required Repair Funds ............................ 70 Section 7.2 Tax and Insurance Escrow Fund ............................ 71 Section 7.3 Replacements and Replacement Reserve .................... 72 7.3.1

  • Construction Budget Administrative Agent shall have received each of the Construction Budget in form and substance reasonably satisfactory to Administrative Agent (in consultation with the Independent Engineer).

  • Collateral Audit The Administrative Agent shall have completed an initial collateral audit on or prior to the Closing Date.

  • Additional Matters Regarding Advance Reimbursement (a) Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account, the Master Servicer, the Special Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder) (unless, if the Controlling Class Representative is the consenting party, a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted with unless a Consultation Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer or the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections to be received before making its determination of whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Collection Period; provided, however, if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance during any Collection Period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for the related Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee information requested by the Master Servicer or the Special Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the other such parties any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer, the Special Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to defer reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement will have any liability to one another or to any of the Certificateholders for any such election that such party makes to defer or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.

  • Replacement of a Defaulting Lender (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving five Business Days’ prior written notice to the Facility Agent and such Lender:

  • Mandatory Prepayments due to Borrowing Base Deficiency In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower shall, within five Business Days after delivery of the applicable Borrowing Base Certificate, prepay the Loans (or provide Cash Collateral for Letters of Credit as contemplated by Section 2.05(k)) or reduce Other Covered Indebtedness or any other Indebtedness that is included in the Covered Debt Amount at such time in such amounts as shall be necessary so that such Borrowing Base Deficiency is cured; provided that (i) the aggregate amount of such prepayment of Loans (and Cash Collateral for Letters of Credit) shall be at least equal to the Revolving Percentage times the aggregate prepayment of the Covered Debt Amount, and (ii) if, within five Business Days after delivery of a Borrowing Base Certificate demonstrating such Borrowing Base Deficiency, the Borrower shall present the Lenders with a reasonably feasible plan acceptable to the Required Lenders in their sole discretion to enable such Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment or reduction shall not be required to be effected immediately but may be effected in accordance with such plan (with such modifications as the Borrower may reasonably determine), so long as such Borrowing Base Deficiency is cured within such 30-Business Day period.

  • Additional Amortization Events If any one of the following events shall occur:

  • Required Repairs (a) Borrower shall make the repairs and improvements to each Individual Property set forth on Schedule 9.1 and as more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the Closing Date or within such other time frame for completion specifically set forth on Schedule 9.1.

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