Determination of Taxability. (a) In the event a Determination of Taxability occurs, the Borrower hereby agrees to pay to the Lender or any Noteholder on demand therefor
Determination of Taxability. (i) In the event a Determination of Taxability occurs, to the extent not payable to each Bondholder (or to the Purchaser for the period that it was the Bondholder of any of the Bonds) under the terms of the Trust Agreement and the Bonds, the County and/or the Authority, as applicable, hereby agrees to pay as Additional Payments to the Authority or each Bondholder (or, if applicable, the Purchaser), as required pursuant to the terms of the Facilities Lease, on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Bondholder (or, if applicable, the Purchaser) on the Bonds during the period for which interest on the Bonds is included in the gross income of such Bondholder (or, if applicable, the Purchaser) if the Bonds had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Bondholder (or, if applicable, the Purchaser) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Bondholder (or, if applicable, the Purchaser) as a result of interest on the Bonds becoming included in the gross income of such Bondholder (or, if applicable, the Purchaser), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Bondholder (or, if applicable, the Purchaser) in connection therewith;
Determination of Taxability. If a Determination of Taxability occurs, the Company shall immediately pay Additional Rent as provided in Section 5.2(b)(i), and the Trustee, following such Determination of Taxability, shall call for redemption and prepayment of all Bonds then Outstanding as provided in Section 304 of the Indenture. The Company shall immediately give notice to the Issuer, the Credit Provider and the Trustee upon receipt of notice by the Company of a Determination of Taxability.
Determination of Taxability. (1) Promptly after the occurrence of a Determination of Taxability, the Borrower shall give written notice to the Issuer and Trustee of the Determination of Taxability and the Borrower shall provide to the Trustee in immediately available funds, an amount which when added to the amounts on deposit in the funds, will equal the principal amount of all the Unpaid Bonds plus accrued interest thereon to the Redemption Date, and the Subordinate Bonds shall be redeemed pursuant to Article 3 of the Indenture.
Determination of Taxability. No event or circumstance exists which could reasonably be expected to have an adverse effect on the exemption of interest on the Ontario Industrial Development Authority, Adjustable Tender Industrial Development Revenue Bonds (X.X. Xxxxxxxx & Co. - West Coast Project) Series 1985 from federal income taxation.
Determination of Taxability. (a) In the event a Determination of Taxability occurs, the Obligor hereby agrees to pay to the Administrative Agent for the ratable benefit of each Bondholder on demand therefor (i) an amount equal to the difference between (A) the amount of interest that would have been paid to such Bondholder on the Bonds during the period from the Taxable Date to the date of the Determination of Taxability if the Bonds had borne interest at the Taxable Rate (the “Taxable Period”), and (B) the amount of interest actually paid to the Bondholder during the Taxable Period, and (ii) an amount equal to any interest, penalties or charges owed by such Bondholder as a result of interest on the Bonds accrued in the Taxable Period becoming included in the gross income of such Bondholder, together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Bondholder in connection therewith;
Determination of Taxability. (i) In the event a Determination of Taxability occurs, the City hereby agrees to pay to the Bank (and, if applicable, each Participant) on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to the Bank (and, if applicable, each Participant) on the Loan during the period for which interest on the Loan is included in the gross income of the Bank (and, if applicable, each Participant) if the Loan had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Bank (and, if applicable, each Participant) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by the Bank (and, if applicable, each Participant) as a result of interest on the Loan becoming included in the gross income of the Bank (and, if applicable, each Participant), together with any and all reasonable attorneys’ fees, court costs, or other out-of-pocket costs incurred by the Bank (and, if applicable, each Participant) in connection therewith;
Determination of Taxability. (i) In the event a Determination of Taxability occurs with respect to any Notes, to the extent not payable to each Noteholder (or to the Bank for the period that it was the Noteholder of any of the Notes) under the terms of the Ordinance and the Notes, the Issuer hereby agrees to pay to each Noteholder (or, if applicable, the Bank) on demand therefor (1) an amount equal to the difference between (A) the amount of interest that would have been paid to such Noteholder (or, if applicable, the Bank) on such Notes during the period for which interest on such Notes is included in the gross income of such Noteholder (or, if applicable, the Bank) if such Notes had borne interest at the Taxable Rate, beginning on the Taxable Date (the “Taxable Period”), and (B) the amount of interest actually paid to the Noteholder (or, if applicable, the Bank) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Noteholder (or, if applicable, the Bank) as a result of interest on such Notes becoming included in the gross income of such Noteholder (or, if applicable, the Bank), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Noteholder (or, if applicable, the Bank) in connection therewith; provided, that, subject to the provisions of Section 1.4(d) hereof, in no event shall the interest rate borne by the Notes exceed the Maximum Interest Rate.
Determination of Taxability. If the Bondowner Representative or the holder of the Bonds receives notice of a “Determination of Taxability” (as hereinafter defined), the rate of interest on the Note shall be automatically increased, effective as of the “Date of Taxability” (as hereinafter defined), as described in the Note, in which event the Loan Repayments required hereunder by Borrower shall be adjusted in accordance with the increased payments required pursuant to the Note. In such case, Borrower agrees also to pay to the holder of the Bonds forthwith an amount equal to the aggregate difference between (i) the amounts actually paid between the Date of Taxability and the date of receipt of notice of the Determination of Taxability and (ii) the payments due during such period based upon the increased rate, together with the amount of interest and penalties, if any, incurred by the holder of the Bonds as a result of such change in taxable status. For the purpose of this section, a “Determination of Taxability” shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction which holds that the interest payable on the Note is includable in the gross income of the holder of the Bonds for federal income tax purposes if the period, if any, for contest or appeal of such action, ruling or decision by Borrower or holder of the Bonds has expired without any such contest or appeal having been properly instituted by the holder of the Bonds or the Borrower. The expenses of any such contest shall be paid by the party initiating the contest and neither Borrower nor the holder of the Bonds shall be required to contest or appeal any Determination of Taxability. The “
Determination of Taxability. As provided in Section 5.02 hereof, the Company shall be obligated and agrees to accelerate the amount of Loan Payments payable hereunder as is determined by the Trustee to be sufficient to redeem the Bonds in whole or (if the redemption of part of the Bonds will preserve the federal income tax exemption of the interest on the remainder of the Bonds as determined by Bond Counsel) in part, upon the, making of a final determination by the Internal Revenue Service or a court of competent jurisdiction as a result of a proceeding in which the Company participates to the degree it deems sufficient, which determination the Company may not contest for any reason or, in discretion, does not contest in a timely manner by an appropriate proceeding, that the interest payable on the Bonds or any of them is includable for federal income tax purposes in the gross income of any Owner of a Bond, other than an Owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147 of the Code (a "Determination of Taxability"). Upon the occurrence of a Determination of Taxability, the Bonds shall be redeemed in whole unless, in the opinion of Bond Counsel, redemption of a portion of the Bonds Outstanding would have the result that interest payable on the Bonds remaining Outstanding after such redemption would not be includable in the gross income for federal tax purposes of an Owner of a Bond (other than an Owner who is a "substantial user" of the Project or a "related person" within the meaning of Section 147 of the Code). In such event, the Bonds to be redeemed (in the principal amount of $100,000 or any integral multiple of $5,000 in excess thereof) shall be selected by the Trustee as provided in the Indenture in such manner as the Trustee shall in its sole discretion deem fair and appropriate, in such amount as is deemed necessary in the opinion of Bond Counsel to accomplish that result. The redemption described above shall occur at any time not more than (180) days after receipt by the company of the notice of the final determination described above. All Loan Payments payable under this Article XII shall become due and payable on the date fixed for the redemption of such Bonds. The Company agrees that, immediately after receipt by it of notice of either a ruling or court decision to the effect mentioned above, it will inform in writing the Trustee, the Issuer and the Bank that it has received such notice.
