Tax Covenants and Representations. The City covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income for federal income taxation purposes of the interest portion of the obligation created by this Contract under Section 103 of the Code. The City will not directly or indirectly use or permit the use of any proceeds of any fund created under this Contract or any funds of the City, or take or omit to take any action that would cause the obligation created by this Contract to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. The City will maintain books on which will be recorded (1) the Lender or (2) any assignee of the Installment Payments due under this Contract as the registered owner of such Installment Payments. To that end, the City has executed the Arbitrage and Tax Regulatory Certificate, dated August 19, 2015, and will comply with all requirements of Section 148 of the Code to the extent applicable. The City further covenants that this Contract is not a “private activity bond” as defined in Section 141 of the Code. Without limiting the generality of the foregoing, the City agrees that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the obligation created by this Contract from time to time. This covenant shall survive the termination of this Contract. Notwithstanding any provision of this Article, if the City shall provide to the Lender an opinion of counsel to the effect that any action required under this Section or the Arbitrage and Tax Regulatory Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the obligation created by this Contract pursuant to Section 103 of the Code, the City and the Lender may rely conclusively on such opinion in complying with the provisions hereof. The City acknowledges that the Lender is providing the Purchase Price at the Interest Rate based on the premise that the interest component of the Installment Payments received under this Contract is exempt from federal and State taxation and based upon other State and federal laws in effect as of the date hereof. If, as a result of any action or failure to take any action by the City, the income received...
Tax Covenants and Representations. In addition to, and not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby represents and warrants to Parent that, as of the date hereof and as of the Closing Date, such Stockholder has and shall have no present plan or intention to sell, exchange or otherwise dispose of Parent Common Shares to be received by such Stockholder in the Merger having a value, as of the Effective Time, greater than (a) 50 percent of the value as of the Effective Time of all of such Stockholder's Shares as of the Effective Time minus (b) such Stockholder's pro rata portion of the value of any Excess Parent Common Shares identified in the certificate required pursuant to Section 7.10 of the Merger Agreement (which amount shall not be less than zero). For purposes of the foregoing, "Excess Parent Common Shares" shall mean 50% of the number of Parent Common Shares owned by Persons other than the Stockholders, and "pro rata portion" as to any Stockholder shall mean the number of Parent Common Shares owned by such Stockholder divided by the total number of Parent Common Shares owned by all Stockholders. For purposes of this representation, Shares exchanged for cash in lieu of fractional Parent Common Shares will be treated as outstanding Shares on the Effective Time. Moreover, Shares and Parent Common Shares held by stockholders of the Company and otherwise sold, redeemed or disposed of prior or subsequent to the Merger will be considered in making this representation. Each Stockholder agrees to deliver to Parent's counsel, if so requested by Parent's counsel, and to the Company's counsel, if so requested by the Company's counsel, a certificate setting forth the above representations in this Section 4 by such Stockholder, which certificate (and the representations therein) may be relied upon by Parent's counsel and by the Company's counsel in connection with the opinions contemplated by Sections 8.2(d) and 8.3(d) of the Merger Agreement.
Tax Covenants and Representations. In order to ensure that the interest on the Note shall at all times be excludable from gross income for federal income tax purposes, the Borrower specifically represents, warrants and covenants with the City, the Lender and all Holders from time to time of the Note:
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Tax Covenants and Representations. (a) The Town covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest portion of the obligations created by this Contract for federal income tax purposes. The Town will not directly or indirectly use or permit the use of any proceeds of any fund created under this Contract or any funds of the Town, or take or omit to take any action that would cause the obligations created by this Contract to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. The Town will maintain books on which will be recorded (1) the Purchaser, or (2) any assignee of the Installment Payments due under this Contract, as the registered owner of such Installment Payments. To that end, the Town has executed and delivered the Tax Certificate and will comply with all of the requirements of Section 148 of the Code to the extent applicable. The Town further covenants that this Contract is not a “private activity bond” as defined in Section 141 of the Code.
Tax Covenants and Representations. (a) The Town covenants that it will not take any action, or fail to take any action, if any such action or failure to take such action would adversely affect the exclusion from gross income of the interest portion of the obligations created by this Agreement for federal income tax purposes. The Town will not directly or indirectly use or permit the use of any proceeds of any fund created under this Agreement or any funds of the Town, or take or omit to take any action that would cause the obligations created by this Agreement to be an “arbitrage bond” within the meaning of Section 148(a) of the Code. The Town will maintain books on which will be recorded
Tax Covenants and Representations. (a) The County shall not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the qualification of this Contract as a Qualified Tax Credit Bond within the meaning of Section 54A of the Code and a Qualified School Construction Bond within the meaning of Section 54F of the Code. The County will maintain books on which will be recorded the Bank, or any assignee of this Contract, as the registered owner of this Contract. In connection with the foregoing, the County has executed and delivered the Tax Compliance Certificate and will comply with all of the requirements of the Code.
Tax Covenants and Representations. In addition to, and --------------------------------- not in lieu of, the other covenants and representations set forth herein, each Stockholder hereby represents and warrants to Parent that, as of the date hereof and as of the Closing Date, such Stockholder has and shall have no present plan or intention to sell, exchange or otherwise dispose of Parent Common Shares to be received by such Stockholder in the Merger having a value, as of the Effective Time, greater than (a) 50 percent of the value as of the Effective Time of all of such Stockholder's Shares as of the Effective Time minus (b) such Stockholder's pro rata portion of the value of any Excess Parent Common Shares -------- identified in the certificate required pursuant to
Tax Covenants and Representations. In addition to, and not in lieu of, the representations set forth in clauses (b) and (c) above, each ViewStar Shareholder represents and warrants to Digital that, except for distributions permitted by clause (e) below, such ViewStar Shareholder has no plan or intention to sell, transfer or otherwise dispose of a number of Digital Common Shares to be received by such ViewStar Shareholder in the Merger that would reduce such ViewStar Shareholder's ownership of Digital Common Shares to a number of shares having a value, as of the date of the Merger, of less than 75% of the value of all of the formerly outstanding capital stock of ViewStar held by such ViewStar Shareholder as of the same date. Furthermore, each ViewStar Shareholder that will make a distribution permitted by clause (e) below represents and warrants that it does not, and to its knowledge its partners do not, have any plan or intention to sell, transfer or otherwise dispose of a number of Digital Common Shares to be received by such ViewStar Shareholder in the Merger that would, taking into account any sales, transfers or dispositions by the ViewStar Shareholder described in the previous sentence, reduce the aggregate number of Digital Common Shares held by such ViewStar Shareholder and its partners to a number having a value, as of the Effective Time, of less than 75% of the value of all of the Digital Common Shares received by such ViewStar Shareholder in the Merger. For purposes of these representations,
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