Determination of Taxability Clause Samples

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.

Determination of Taxability. (i) Solely with respect to Tax-Exempt Notes, in the event a Determination of Taxability occurs, to the extent not payable to each Noteholder (or to the Purchaser for the period that it was the Noteholder of any of the Tax-Exempt Notes) under the terms of the Trust Agreement and the Tax-Exempt Notes, the County hereby agrees to pay to each Noteholder (or, if applicable, the Purchaser) 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 Purchaser) on the Tax-Exempt Notes during the period for which interest on the Tax-Exempt Notes is included in the gross income of such Noteholder (or, if applicable, the Purchaser) if the Tax-Exempt 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 Purchaser) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Noteholder (or, if applicable, the Purchaser) as a result of interest on the Tax-Exempt Notes becoming included in the gross income of such Noteholder (or, if applicable, the Purchaser), together with any and all attorneys’ fees, court costs, or other out-of-pocket costs incurred by such Noteholder (or, if applicable, the Purchaser) in connection therewith; (ii) Subject to the provisions of clause (iii) below, such Noteholder (or, if applicable, the Purchaser) shall afford the County the opportunity, at the County’s sole cost and expense, to contest (1) the validity of any amendment to the Code which causes the interest on the Tax-Exempt Notes to be included in the gross income of such Noteholder (or, if applicable, the Purchaser) or (2) any challenge to the validity of the tax exemption with respect to the interest on the Tax-Exempt Notes, including the right to direct the necessary litigation contesting such challenge (including administrative audit appeals); and (iii) As a condition precedent to the exercise by the County of its right to contest set forth in clause (ii) above, the County shall, on demand, immediately reimburse such Noteholder (or, if applicable, the Purchaser) for any and all expenses (including attorneys’ fees for services that may be required or desirable, as determined by such Noteholder (or, if applicable, the Purchaser) in its sole discretion) that may be incurred by the Noteholder (or, if applicable, th...

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. 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 (▇.▇. ▇▇▇▇▇▇▇▇ & Co. - West Coast Project) Series 1985 from federal income taxation.

Determination of Taxability. Upon the issuance by the Internal Revenue Service of final determination of taxability, the Bond shall bear interest at the rate of 3.992% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months, and shall bear interest from such date of final determination of taxability or the retroactive date of taxability, including the issue date, as may be specified in such final determination of taxability. If this Purchase Agreement meets with the Authority's approval, please execute it in the place provided below. This Purchase Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. DNT ASSET TRUST By: Name: Title: ACCEPTED BY THE TRINITY RIVER AUTHORITY OF TEXAS J. ▇▇▇▇▇ ▇▇▇▇ General Manager

Determination of Taxability. On the date on which a Determination of Taxability occurs, notwithstanding anything to the contrary contained in this Agreement, no further Borrowings shall be made and the then outstanding principal amount of all Loans, if any, shall become due and payable and shall be prepaid in full.

Determination of Taxability. In the case of any of the events stated in (i), (ii) or (iii) of this Section 7.3, the Company must satisfy its obligation by prepaying within 90 days after such event. The amount payable by the Company in the event of a prepayment required by this Section shall be determined as set forth in Section 7.4 and shall be deposited in the Bond Fund.

Determination of Taxability. Promptly upon any election by the Company, or the receipt of any notice or other communication from the Internal Revenue Service, which constitutes, or might reasonably give rise to, a Determination of Taxability, copies of all relevant documentation related thereto, and a notice from the Company which refers specifically to the prepayment obligations of the Company under section 5.2(e) hereof.

Determination of Taxability. The Series 2014 Bonds shall be subject to extraordinary mandatory redemption not later than 120 days after a Determination of Taxability. Such redemption shall be in whole, or in part to the extent that, a Favorable Opinion of Bond Counsel is delivered to the effect that interest on the Series 2014 Bonds which would remain Outstanding after such partial redemption will be excludable from gross income for federal income tax purposes. If the Series 2014 Bonds are redeemed in part, the Series 2014 Bonds will be redeemed in the manner described in the Indenture (provided that a portion of a Series 2014 Bond may be redeemed only in Authorized Denominations). The Series 2014 Bonds will be redeemed at a Redemption Price of par plus accrued interest to, but not including, the redemption date, without premium, and such Redemption Price shall be paid from prepayments made by the Concessionaire pursuant to the Series 2014 Loan Agreement.