Tax Credit Matters Clause Samples
The 'Tax Credit Matters' clause defines the rights and responsibilities of the parties regarding the allocation, claiming, and management of tax credits arising from the transaction or agreement. Typically, it specifies which party is entitled to claim certain tax credits, outlines procedures for cooperation in filing or substantiating claims, and may address the sharing of information or documentation needed for tax filings. This clause ensures clarity and prevents disputes by clearly allocating the benefits and obligations related to tax credits, thereby reducing the risk of misunderstandings or double claims.
Tax Credit Matters. From the date hereof through the completion of construction of the Apartment Housing, the Developer shall provide the following services to Owner with regard to the Tax Credits which services do not constitute the rendering of legal or tax advice:
(A) Developer shall consult with and advise Owner concerning construction issues that could affect the amount of Tax Credits for which the Apartment Housing is eligible.
(B) Developer shall consult with and advise Owner with respect to the requirements of the Department as they relate to the construction and development of the Apartment Housing.
(C) Developer shall monitor construction progress with respect to the Apartment Housing schedule agreed to with the Department, if any.
Tax Credit Matters. From the date hereof through the completion of construction of the Project, the Developer shall provide the following services to owner with regard to the Tax Credits which services do not constitute the rendering of legal or tax advice:
(A) Developer shall consult with and advise Owner concerning construction issues that could affect the amount of Tax Credits for which the Project is eligible.
(B) Developer shall consult with and advise Owner with respect to the requirements of the Department as they relate to the construction and development of the Project.
(C) Developer shall monitor construction progress with respect to the Project schedule agreed to with the Department, if any.
(D) Developer shall coordinate and participate in any conferences with the Department relating to the Project and construction matters.
Tax Credit Matters. Except as indicated on Schedule B, a Form 8609 has been issued by the applicable tax credit allocating agency with respect to each Mortgaged Property evidencing the final allocation of tax credits with respect thereto in an amount such that no adjustment to or repayment of any tax credit investor’s capital contribution is necessary, and all tax credit investor capital contributions have been fully funded to the Owner.
Tax Credit Matters. From the date hereof through the completion of construction of the Project, the Developer provided the following services to owner with regard to the Tax Credits which services did not constitute the rendering of legal or tax advice:
Tax Credit Matters. From the date hereof through the completion of construction of the Project, the Developer provided the following services to owner with regard to the Tax Credits which services did not constitute the rendering of legal or tax advice:
(A) Developer consulted with and advise Owner concerning construction issues that could affect the amount of Tax Credits for which the Project is eligible.
(B) Developer consulted with and advised Owner with respect to the requirements of the Department as they relate to the construction and development of the Project.
(C) Developer monitored construction progress with respect to the Project schedule agreed to with the Department, if any.
(D) Developer coordinated and participated in any conferences with the Department related to the Project and construction matters.
Tax Credit Matters. Prior to Closing, the Company shall use commercially reasonable efforts to comply with the Tax equity investment agreements and Tax credit transfer agreements to which it is a party.
Tax Credit Matters. From the date hereof through the completion of rehabilitation of the Project, the Developer shall provide the following services to owner with regard to the Tax Credits which services do not constitute the rendering of legal or tax advice:
(A) Developer shall consult with and advise Owner concerning rehabilitation issues that could affect the amount of Tax Credits for which the Project is eligible.
(B) Developer shall consult with and advise Owner with respect to the requirements of the Department as they relate to the rehabilitation and development of the Project.
(C) Developer shall monitor rehabilitation progress with respect to the Project schedule agreed to with the Department, if any.
(D) Developer shall coordinate and participate in any conferences with the Department relating to the Project and rehabilitation matters.
Tax Credit Matters. The Developer has provided the following services to owner with regard to the Tax Credits which services did not constitute the rendering of legal or tax advice:
(A) Developer has consulted with and advised Owner concerning construction issues that could have affected the amount of Tax Credits for which the Project is eligible.
(B) Developer has consulted with and advised Owner with respect to the requirements of the Department as they related to the construction and development of the Project.
(C) Developer has monitored construction progress with respect to the Project schedule agreed to with the Department, if any.
(D) Developer has coordinated and participated in any conferences with the Department relating to the Project and construction matters.
Tax Credit Matters. Except as indicated on Schedule D, for all Mortgaged Properties that have achieved Stabilization, a Form 8609 has been issued by the applicable tax credit allocating agency with respect to each Mortgaged Property evidencing the final allocation of tax credits with respect thereto in an amount such that no adjustment to or repayment of any tax credit investor’s capital contribution is necessary, and all tax credit investor capital contributions have been fully funded to the Owner. For any such tax credit investor contributions not fully funded as indicated on Schedule D, the only remaining conditions to such full funding is Stabilization.
Tax Credit Matters. Except as set forth on Schedule 7.2.3, to the Actual Knowledge of Seller, as of the date hereof:
(a) no event has occurred which could reasonably be expected to give rise to Recapture of any Projected Credits on the part of any Transferred Company or Subsidiary; provided, however, that the fact that an Operating Partnership is operating or has operated at a deficit shall not be treated as an “event” for purposes of this representation; Schedule 7.2.3 sets forth the debt service coverage ratio as of December 31, 2014 of each Operating Partnership which to the Actual Knowledge of Seller is operating at a deficit;
(b) no income tax audit by the Internal Revenue Service or any state taxing authority is pending or threatened against any Transferred Company, Subsidiary, Fund or Operating Partnership, and no Operating Partnership is the subject of any investigation or other inquiry by the Internal Revenue Service or state housing agency pertaining to the right of such Operating Partnership to claim past or Projected Credits;
(c) no judicial or administrative proceeding is pending or threatened against any Fund or Operating Partnership;
(d) each of the Properties owned by the Operating Partnerships constitutes a “qualified low-income housing project” within the meaning of Section 42(g) of the Code;
(e) no determination has been made by a housing credit agency or the Internal Revenue Service that an Operating Partnership is not in compliance in any material respect with any requirement of Section 42 of the Code or such agency, including any requirement set forth in any Regulatory Agreement;
(f) no default exists, and no event has occurred which, with the passage of time or the expiration of an applicable cure period, could give rise to a default under any document evidencing, governing or securing any loan to an Operating Partnership;
(g) no general partner or managing member of an Operating Partnership or Fund is in default with respect to any of its material obligations under the Organizational Documents governing such Operating Partnership or Fund;
(h) no Operating Partnership or general partner, manager or managing member thereof has made an assignment for the benefit of creditors, become a party to any liquidation or dissolution action or proceeding or any bankruptcy, reorganization, insolvency or other proceeding for the relief of financially distressed debtors, or had a receiver, liquidator, custodian or trustee appointed assets nor has any order for relief ...