Pay-As-You-Go TDD Financing Sample Clauses

Pay-As-You-Go TDD Financing. The parties hereby agree that the proceeds from the TDD Sales Tax shall be disbursed by the City quarterly from the TDD Sales Tax Fund on a pay-as-you-go basis ("Pay-As-You-Go TDD Financing"), to reimburse Developer for Eligible Expenses for the TDD District, if and to the extent that (i) there are TDD Sales Tax proceeds in the TDD Sales Tax Fund, (ii) Developer has fully satisfied all of the conditions as set forth in Section 4.05, (iii) the Term has not yet expired, and (iv) Developer has not already been reimbursed for Eligible Expenses in an amount equal to the TDD Cap (as defined below), and (v) Developer is not in default under the terms and conditions of this Agreement. Developer hereby understands and agrees that TDD Sales Tax Proceeds may not be spent for any costs other than TDD Project Costs. The parties further agree as follows: (i) The TDD Sales Tax available to Developer for reimbursement of Eligible Expenses for the TDD District shall in no event exceed Seven Million One Hundred Sixty Thousand and 00/100 Dollars ($7,160,000.00) (the "TDD Cap"). The TDD Cap shall, for all purposes set forth herein, operate as a cap on the use of TDD Sales Tax for reimbursement of any and all Eligible Expenses for the TDD District including without limitation, any construction period interest on Eligible Expenses prior to reimbursement thereof. Once Developer has received an amount equal to the TDD Cap for reimbursement of Eligible Expenses for the TDD District through Pay-As-You-Go TDD Financing, the parties understand and agree that the TDD for the TDD District shall thereafter terminate on the earliest practical date thereafter, and the TDD Sales Tax shall terminate and no longer be levied or collected within the TDD District. (ii) The TDD Sales Tax shall be collected within the District for a period that commences on the date that the TDD Sales Tax is first imposed within the District up to and concluding upon that date which is the earlier of the following: (i) the date that Developer has been reimbursed for all Eligible Expenses by Pay-As-You-Go TDD Financing (up to the TDD Cap), or (ii) regardless of whether Developer has been fully reimbursed for all Eligible Expenses, that date which is twenty-two (22) years from the date that the TDD Sales Tax is first imposed (the "TDD Collection Period"). At the end of the TDD Collection Period, the parties understand and agree that the TDD for the TDD District shall thereafter terminate, and the TDD Sales Tax shal...
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Related to Pay-As-You-Go TDD Financing

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.