Tax Escrow. In order to secure the performance and discharge of Mortgagor’s obligations under this Section 1.03, but not in lieu of such obligations, and to the extent Mortgagor is not required to pay such sums to the landlord under the Mortgaged Lease, Mortgagor, upon Collateral Agent’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called “Taxes”) of the nature described in Section 1.03(a) for each month that has elapsed since the last date to which the Taxes were paid; and Mortgagor will, in addition, upon Collateral Agent’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent’s request, Mortgagor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Mortgagor to allow Mortgagor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.03(d) remaining to Mortgagor’s credit.
Tax Escrow. Upon occurrence and continuance of any Event of Default, or if Mortgagor fails to provide Mortgagee with proof of payment within thirty (30) days after the due date of any such taxes, Mortgagor shall pay to the Mortgagee, together with, and in addition to, the monthly installments of interest provided in the Note, on the date provided for the first payment of interest in the Note and on the first day of each month thereafter until the Note has been fully paid, a sum equal to one-twelfth (1/12) of the yearly real property taxes assessed against the Mortgaged Property as estimated by the Mortgagee (in the exercise of its reasonable discretion). The Mortgagee shall hold said sums in a non-interest-bearing account, in trust, to pay said taxes in the manner and to the extent permitted by law when the same become due and payable in each year. If the total payments made by the Mortgagor to the Mortgagee on account of said taxes up to the time when the same become due and payable, shall exceed the amount of payment for said taxes actually made by the Mortgagee, such excess shall be credited by the Mortgagee on the next subsequent payment or payments to become due from the Mortgagor to the Mortgagee on account of said taxes. If, however, said payments shall not be sufficient to pay said taxes when the same become due and payable, then the Mortgagor agrees to pay to the Mortgagee the amount necessary to make up the deficiency upon demand by the Mortgagee. At any time after the occurrence and during the continuance of any Event of Default (as hereinafter defined), the Mortgagee may, at its option, apply the balance remaining of the sums so accumulated as a credit against the principal or accrued and unpaid interest of the Note, or both.
Tax Escrow. In order to more fully protect the security of this Mortgage, the Mortgagor shall deposit with the Mortgagee concurrently with payments of interest and principal and in addition thereto on each monthly due date as set forth above after the date hereof until this Note is fully paid, a sum equal to the Taxes due on the premises (all as estimated annually by the Mortgagee) less all sums already deposited therefor divided by the number of months to elapse before one month prior to the date when such Taxes will become due, such sums to be held by the Mortgagee to pay said items, without payment of interest to Mortgagor on such sums held by Bank. All payments calculated as aforesaid in the preceding portion of this paragraph and all payments of principal and interest shall be added together and the aggregate amount thereof shall be paid by the Mortgagor each month in a single payment to be applied by the Mortgagor to the following items in the order set forth: (a) Taxes, (b) late payment charges, (c) interest; (d) principal. Any deficiency in the amount of such aggregate monthly payment shall, unless paid prior to the due date of the next such payment, constitute a default under this mortgage, whereupon at the option of the Mortgagee the whole of the principal sum and any other sums of money secured by this Mortgage shall forthwith or thereafter become due and payable. PLACE OF PAYMENT All payments of principal and interest required to be made hereunder, and all other sums due hereunder, shall be payable to Mortgagee at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or at such other office or place as Mortgagee may designate in writing.
Tax Escrow. If directed by Bank in writing, Mortgagor shall, in order to secure the performance and discharge of Mortgagor’s obligations under this Section 1.4, but not in lieu of such obligations, deposit with Bank on the first day of each calendar month throughout the term of the Loan, deposits, in amounts set by Bank from time to time by written notice to Mortgagor, in order to accumulate funds sufficient to permit Bank to pay all annual ad valorem taxes, assessments and charges of the nature described in Section 1.4.1 at least thirty (30) days prior to the date or dates on which they shall become delinquent. The taxes, assessments and charges for purposes of this Section 1.4.3 shall, if Bank so elects, include, without limitation, water and sewer rents. Mortgagor shall procure and deliver to Bank when issued all statements or bills for such obligations. Upon demand by Bank, Mortgagor shall deliver to Bank such additional monies as are required to satisfy any deficiencies in the amounts necessary to enable Bank to pay such taxes, assessments and similar charges thirty (30) days prior to the date they become delinquent. Bank shall pay such taxes, assessments and other charges as they become due to the extent of the funds on deposit with Bank from time to time and provided Mortgagor has delivered to Bank the statements or bills therefor. In making any such payments, Bank shall be entitled to rely on any xxxx issued in respect of any such taxes, assessments or charges without inquiry into the validity, propriety or amount thereof and whether delivered to Bank by Mortgagor or otherwise obtained by Bank. Any deposits received pursuant to this Section 1.4.3 shall not be, nor be deemed to be, trust funds, but may be commingled with the general funds of Bank and Bank shall have no obligation to pay interest on amounts deposited with Bank pursuant to this Section 1.4.3. If any Event of Default occurs, any part or all of the amounts then on deposit or thereafter deposited with Bank under this Section 1.4.3 may at Bank’s option be applied to payment of Borrower’s Liabilities in such order as Bank may determine.
Tax Escrow. The Borrowers shall deposit monthly with the Administrative Agent or the Administrative Agent’s designee, a sum of money equal to equal to one twelfth (1/12th) of the annual charges for real estate taxes, assessments and impositions relating to the Facilities as reasonably estimated by Administrative Agent. On the Restatement Date, the Borrowers shall deposit with the Administrative Agent a sum of money which together with such monthly installments will be sufficient to make such tax payments thirty (30) days prior to the date any delinquency or penalty becomes due. Provided sufficient funds are available in the foregoing tax reserve, Administrative Agent shall use such funds to pay real estate taxes, assessments and impositions relating to the Facilities prior to the date same are due, and any obligations of the Borrowers hereunder to pay same shall be deemed satisfied if sufficient funds to pay same are in such reserve.
Tax Escrow. In order to secure the performance and discharge of Grantor’s obligations under this Section 1.04, but not in lieu of such obligations, Grantor, upon Collateral Agent’s request after the occurrence of and during the continuance of an Event of Default, will pay over to Collateral Agent an amount equal to one-twelfth (1/12th) of the next maturing annual ad valorem taxes, assessments and charges (which taxes, assessments and charges, for purposes of this paragraph, shall include without limitation water and sewer rents, and shall hereinafter be collectively called “Taxes”) of the nature described in Section 1.04(a) for each month that has elapsed since the last date to which the Taxes were paid; and Grantor will, in addition, upon Collateral Agent’s request, pay over to Collateral Agent together with each installment of the Obligations sufficient funds (as estimated from time to time by Collateral Agent in its sole discretion) to permit Collateral Agent to pay when due the Taxes. Upon Collateral Agent’s request, Grantor shall also deliver to Collateral Agent such additional monies as are required to make up any deficiencies in the amounts necessary to enable Collateral Agent to pay the Taxes. In such case, Collateral Agent must timely pay the Taxes or return the additional monies to Grantor to allow Grantor to pay such Taxes. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Collateral Agent, and no interest shall be payable in respect thereof. Upon the occurrence of an Event of Default, Collateral Agent may apply to the reduction of the Obligations secured hereby, in such manner as Collateral Agent shall determine, any amount under this Section 1.04(d) remaining to Grantor’s credit.
Tax Escrow. The amount of any personal property, ad valorem, sales, use, transfer, recording or similar Tax liability, or any other Taxes required to be withheld by any taxing authority, relating to the Purchased Assets for which the Sellers are responsible pursuant to Section 2.5 and Section 5.3(c) and which are unpaid or not yet due and payable as of the Closing (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing) shall be estimated in good faith by the mutual agreement of Comdisco and Purchaser and a portion of the Purchase Price which is no less than such amount shall be put by the Sellers into escrow at Closing (or at the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing) and such amount shall be held and used for the sole purpose of discharging and releasing any such Taxes with respect to the Purchased Assets pursuant to Section 5.13; provided, however that if Purchaser and the Sellers have not agreed on the portion of the Purchase Price to be deposited into escrow pursuant to this Section 2.6 at least 20 days prior to the Closing (or 20 days prior to the Second Closing with respect to the Purchased Financing Contracts to be transferred at the Second Closing), such dispute will be resolved by KPMG LLP or any other public accounting firm with nationally accepted auditing experience as mutually agreed upon by Purchaser and Comdisco. The escrow to be established pursuant to this Section 2.6 shall be established pursuant to, an escrow agreement mutually acceptable to Purchaser and Comdisco or such other arrangement as may be mutually agreed by Purchaser and Comdisco prior to the Closing. The escrow shall not include any unpaid Taxes which are reimbursable or payable by an Obligor under any Purchased Financing Contract except to the extent that the Sellers previously collected such Taxes from the Obligor.
Tax Escrow. The parties acknowledge Purchaser's obligation to withhold a portion of the Purchase Price pursuant to the requirements of Sections 5739.14, 5747.06 and 5747.07 of the Ohio Revised Code (collectively, the "Ohio Tax Code Provisions") and pursuant to the requirements of Section 139.670 of the Kentucky Revised Statutes (the "Kentucky Tax Code Provisions"). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's Purchase Price holdback for purposes of satisfying the Ohio Tax Code Provisions and the Kentucky Tax Code Provisions (collectively, the "Tax Holdback Provisions"). After Purchaser (i) receives from Seller a copy of a letter, certificate or any other reasonable documentation issued by the Ohio Tax Commissioner or such other applicable governing body (collectively, the "Commissioner") that is sufficient to evidence that (a) Seller has paid all taxes described in the Ohio Tax Code Provisions which accrued in connection with the Business through the Closing Date, and (b) Purchaser shall have no successor liability for such taxes and will not be held personally liable for such taxes ("Ohio No Tax Due Letter"), and (ii) receives from Seller a copy of a letter, certificate or any other reasonable documentation issued by the Kentucky Revenue Cabinet or such other applicable governing body (collectively, the "Cabinet") that is sufficient to evidence that (a) Seller has paid all taxes described in the Kentucky Tax Code Provisions which accrued in connection with the Business through the Closing Date, and (b) Purchaser shall have no successor liability for such taxes and will not be held personally liable for such taxes ("Kentucky No Tax Due Letter"), then Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of complying with the Tax Holdback Provisions. If, however, either the Commissioner or the Cabinet pursues a claim against Purchaser for unpaid taxes of Seller, the parties agree that Purchaser may cause the Escrow Agent to disburse directly to the Commissioner or the Cabinet, as the case may be, such portion of the Escrow Funds, in the manner contemplated in the Escrow Agreement, as may be necessary to satisfy such claim. Seller's sole recourse for the amount so paid to either the Commissioner or the Cabinet by Purchaser or the Escrow Agent shall be against the applicable State and the applicable State department of revenue (either the Commissioner or the Cabin...
Tax Escrow. Borrower shall commence the escrow of taxes with Lender in accordance with the terms of Section 2.2(n) of each Mortgage. Commencing on July 1, 2002 and on the first day of each month through and including December 1, 2002, Borrower shall make a monthly escrow deposit for such purpose of $80,000. Commencing January 1, 2003 and on the first day of each month through and including June 1, 2003, Borrower shall make a monthly escrow deposit for such purpose of $57,516. Thereafter, the monthly escrow deposit shall be an amount estimated by Lender to be sufficient to pay the next maturing taxes when due, all as more particularly described in Section 2.2(n) of each Mortgage. In furtherance, but not in limitation, of the requirements of each Mortgage, Borrower shall provide Lender copies of any notices setting forth and/or changing the taxes payable with respect to a Mortgaged Property. In addition, Borrower shall promptly provide Lender copies of all tax bills when received and make written request to Lender thirty (30) days prior to the due date for payment of such bills, to the extent of monies escrowed for that purpose. In the event, escrowed funds are insufficient for that purpose, Lender will so notify Borrower and Borrower will pay the deficiency before Lender releases any escrowed funds.
Tax Escrow. Lender shall require Borrower to deposit monthly in escrow, without interest, 1/12th of the annual real estate taxes, water and sewer charges and assessments, as estimated by Lendxx. Xx initial escrow deposit with respect to the foregoing taxes, charges and assessments will be collected from Borrower at closing in order to establish an escrow to enable Lender to make such payments to the appropriate taxing authority when due.
