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. The parties acknowledge Purchaser may have an obligation to withhold a portion of the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions of state law described on Schedule 4.9 to this Agreement (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "State Codes"). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's Purchase Consideration holdback for purposes of satisfying the State Codes. Within 30 days following the Closing, Seller will submit a written notice to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code (each a "No Tax Due Letter"). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such No Tax Due Letter, including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied with the requirements above and has used commercially reasonable efforts to obtain the related No Tax Due Letter), if any State pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction Documents, the parties agree that Purchaser may apply the provisions of Article VI with resp...
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 Seller and the Assigning Subsidiaries are responsible pursuant to Section 2.5 and Section 5.3(c)(i) and which are unpaid or not yet due and payable as of the Closing Date shall be estimated in good faith by the mutual agreement of Seller and Purchaser and a portion of the Purchase Price which is no less than such amount shall be put by Seller into escrow at 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 Seller have not agreed on the portion of the Purchase Price to be deposited into escrow pursuant to this Section 2.6 at least three (3) Business Days prior to the 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 Seller. The escrow to be established pursuant to this Section 2.6 shall be established pursuant to, an escrow agreement mutually acceptable to Purchaser or Seller or such other arrangement as may be mutually agreed by Purchaser and Seller 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 relevant member of the Seller Group previously collected such Taxes from the Obligor.
Tax Escrow. Upon the occurrence of any default by Tenant hereunder or if Landlord is required under any mortgage covering part or all of the Development to escrow real estate taxes, Landlord may require Tenant to deposit into said escrow, on such periodic basis as may be required by Landlord or its Mortgagee or lender, the amount required by Landlord or said Mortgagee or lender to be deposited with respect to all estate taxes against the Development provided that Tenant shall not escrow real estate taxes for greater than fourteen ( 14) months at any time Tenant's obligations under this Section 10 shall survive the expiration or sooner termination of this Lease.
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.
Tax Escrow. (a) Prior to the Settlement Date, Xxxxxxxxx and Xxxxxxxx shall jointly (i) estimate an amount (the "Election Amount") which shall equal the difference between Federal and State income taxes which the Sellers would be required to pay had no election been made under section 338(h)(10), and the Federal and State income taxes the Sellers will be required to pay based upon the making of such election; and (ii) estimate a gross up of the Election Amount which when added to the Election Amount will make the Sellers whole on the additional income taxes payable by Sellers on the Election Amount (the "Gross Up Amount") with the parties agreeing that the sum of the Election Amount and the Gross Up Amount shall constitute an increase in the Base Purchase Price (the "Estimated Purchase Price Increase").
