Treasury Regulations. The Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
Treasury Regulations. The Borrower and Lenders hereby acknowledge and agree that, for United States income tax purposes, for an aggregate purchase price of $60,000,000, (i) the Lenders made the Term A Loans to the Borrower and (ii) the Borrower sold to, and the Lenders purchased from the Borrower, the Warrants, in each case, in the respective amounts and purchase prices originally set forth opposite each Lender’s name on Schedule 2.01 (prior to the First Amendment). Furthermore, the Borrower and the Lenders hereby acknowledge and agree that (i) the issue price (within the meaning of Section 1273(b) of the Internal Revenue Code) of the Term A Loans was determined pursuant to Section 1272-1275 of the Code and the Treasury Regulations thereunder and (ii) for United States federal income tax purposes, the issue price of the Warrants within the meaning of Section 1273(b) of the Internal Revenue Code, which issue price was determined pursuant to Section 1.1273-2(h)(1) of the Treasury Regulations, was determined to be equal to $1,655,559.61. The parties hereby acknowledge and agree that the amendment to the Exercise Price (as defined in the Warrants) of the Warrants in connection with the First Amendment shall be treated, for United States income tax purposes, as a taxable exchange of “old” warrants for “new” warrants with a fair market value of $1,655,559.61. To the extent required to take a position, the parties hereto agree to report all income tax matters with respect to the Warrants consistent with the provisions of this Section 2.01(d) unless otherwise required due to a change in applicable Law.
Treasury Regulations. Xxxxxxxx acknowledges that certain of the covenants contained in this Agreement are based upon the Treasury Regulations of the United States Department of Treasury as they exist on the date hereof and that the Treasury Regulations may be subsequently modified or interpreted by the federal government in a manner which Florida Housing believes is inconsistent with the covenants set forth herein. Borrower agrees to comply with any additional covenants and restrictions which Florida Housing believes is necessary to insure compliance with Treasury Section 1602 Regulations and other Treasury requirements and which is communicated in writing to the Borrower, even though such covenants or restrictions are not a part of this Agreement as originally executed; provided, however, that if Borrower disagrees with such amended or additional requirements, Borrower shall have the right, at its own expense, to proceed with obtaining a favorable ruling from the IRS or interpretation from the appropriate court which Xxxxxxxx deems advisable and in its best interest, and Florida Housing agrees to cooperate fully with Borrower in this connection, so long as Borrower bears Florida Housing’s expense in obtaining such ruling. In such event, such additional covenants or restrictions shall be considered a material part of this Agreement as if they had been originally included herein.
Treasury Regulations. The Borrower acknowledges that the Administrative Agent and/or one or more of the Lenders may treat the Loans as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrative Agent and such Lender or Lenders, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.
Treasury Regulations. “Treasury Regulations” means the Treasury regulations, including temporary regulations, promulgated under the Code.