OID. The Borrower and the Lenders agree (i) that the Loans are to be treated as indebtedness of the Borrower for U.S. federal income tax purposes, (ii) to the extent that the Borrower or a Governmental Authority determines that the Loans were made with original issue discount (“OID”) for U.S. federal income tax purposes, to report such OID as interest expense and interest income, respectively, in accordance with sections 163(e)(1) and 1272(a)(1) of the Code, (iii) not to file any tax return, report or declaration inconsistent with the foregoing, and (iv) any OID shall constitute principal for all purposes under this Agreement. The inclusion of this Section 4.09(g) is not an admission by any Lender that it is subject to United States taxation.
OID. The Borrowers and the Lenders hereby agree (i) that the Term Loans are debt for federal income tax purposes, (ii) that the Term Loan made by each Lender constitutes a single debt instrument for purposes of Section 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), that such debt instrument is issued with original issue discount (“OID”), and that such debt instrument is described in Treasury Regulations 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that any calculation by the Borrower regarding the amount of OID for any accrual period on the Term Loans shall be subject to review and approval of the Agent, and (iv) to adhere to this Agreement for federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent herewith (including with respect to the amount of OID on the Term Loans as determined in accordance with the preceding clause (iii)). The inclusion of this Section 2.5 is not an admission by any Lender that it is subject to United States taxation.
OID. The Issuer (or, as applicable, Issuer 2) shall pay or procure to be paid the OID Fee in the amount and at the times agreed in a Fee Letter.
OID. The Borrower and the Lenders agree that: (i) the Loans are debt for federal income tax purposes; (ii) the Loans of each Lender constitute a single debt instrument for purposes of Sections 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), such debt instrument is treated as issued with original issue discount (“OID”) solely as a result of the PIK Interest, and such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4; (iii) any calculation by the Borrower regarding the amount of OID for any accrual period on the Loans shall be subject to the review and approval of the Lenders; and (iv) they will adhere to this Agreement for federal income tax purposes and not take any action or file any tax return, report or declaration inconsistent herewith unless otherwise required due to a change in law. The inclusion of this Section 2.21 is not an admission by any Lender that it is subject to United States taxation.
OID. Borrower, Agent and each Purchaser agree (i) that the Notes are debt for federal income Tax purposes, (ii) that the Notes issued to each Purchaser constitute a single debt instrument for purposes of Sections 1271 through 1275 of the U.S. Internal Revenue Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), that such debt instrument is issued with original issue discount (“OID”), and that such debt instrument is described in Treasury Regulations Section 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that any calculation by Borrower regarding the amount of OID for any accrual period on the Notes shall be subject to the review and approval of each respective Purchaser, not to be unreasonably withheld, and (iv) to adhere to this Agreement for federal income Tax purposes and not to take any action or file any Tax return, report or declaration inconsistent herewith (including with respect to the amount of OID on the Notes as determined in accordance with the preceding Section 2.1.5(f)(iii). The inclusion of this Section 2.1.5(f) is not an admission by any Purchaser that it is subject to United States Taxation. In connection with the purchase of the Restatement Notes, BNY is receiving the Initial BNY Warrant, BIA is receiving the Additional BIA Warrant and Plexus is receiving the Additional Plexus Warrant. In the event such Restatement Notes, the Restatement Warrants are considered the issuance of an “investment unit” under Code Section 1273(c)(2), the parties agree that the fair market value of the Restatement Warrants is $1,164,327.72 for purposes of investment unit allocation under Code Section 1273(c)(2). Borrower, BNY, BIA and Plexus agree to report in a manner that is consistent with this allocation for all Tax purposes. In connection with the purchase of Additional Notes at Additional Takedowns, if any, Plexus and BNY will receive Additional Warrants. In the event such Additional Notes and the Additional Warrants are considered the issuance of an “investment unit” under Code Section 1273(c)(2), the parties agree, for purposes of investment unit allocation under Code Section 1273(c)(2), to calculate the fair market value of such Additional Warrants in the same manner as the Original Warrants, which final calculation shall be mutua...
OID. The Borrower agrees to pay a fee to each Lender payable on the Funding Date equal to 0.50% of the principal amount of such Lender’s Term Loans made on the Funding Date, such fee to be paid in cash on the Funding Date, or if the Lender so elects by giving notice to the Administrative Agent at least one (1) Business Day prior to the Funding Date, as an original issue discount with respect to such Term Loans made by it.
OID. The Initial Term Loans are being issued with original issue discount (“OID”) for U.S. federal income tax purposes. For information about the issue price, the amount of OID (as defined in the preceding sentence), the issue date and the yield to maturity with respect to the Initial Term Loans, please contact the Chief Financial Officer at (000) 000-0000. 173 174
OID. THE LOANS HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF SUCH ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THESE LOANS MAY BE OBTAINED BY WRITING TO THE ADMINISTRATIVE AGENT AT THE NOTICE OFFICE. * * *
OID. The Borrower and the Lenders intend that (i) the Loan is debt for federal income Tax purposes, (ii) the Loan issued to the Lenders constitute a single debt instrument for purposes of Sections 1271 through 1275 of the Internal Revenue Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)), (iii) such debt instrument shall be treated as issued with original issue discount (“OID”), (iv) to the
OID. Under the discount bond method, the amount of OID that ac- crues on an inflation-indexed debt in- strument is determined as follows:
