Common use of Compliance with Internal Revenue Code Clause in Contracts

Compliance with Internal Revenue Code. The contractor or its assignee must, if it intends to provide tax exempt financing, file, in timely fashion, any reports that must be filed with the Internal Revenue Service with respect to the order under Section 124 or 149 of the Internal Revenue Code (IRC). The Commonwealth shall cooperate with the contractor or its assignee in the preparation and execution of these documents. The Commonwealth shall also keep a copy of each notification of assignment with the Commonwealth's counterpart of the order and shall not, during the term of the Lease, permit the equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the IRC. The Commonwealth represents that it and each ordering Commonwealth Agency that enters into a Lease hereunder qualifies as a State or political subdivision of a State for the purpose of Section 103(a) of the IRC. Any misrepresentation of such status under Section 103(a) shall constitute an event of default by the Commonwealth pursuant to paragraphs V (J). If (a) the Internal Revenue Service rules that the Commonwealth or any ordering Commonwealth Agency does not so qualify under Section 103(a) of the IRC, or (b) the Commonwealth fails to cooperate with the contractor or Initial Assignee in the preparation and execution of any reports required under Section 124 or 149 of the IRC (including 8038G and 8038GC forms), the Commonwealth will pay the contractor or Initial Assignee (if applicable) upon demand, a sum to be determined by the contractor or Initial Assignee sufficient to return the contractor or Initial Assignee (if applicable) to the economic results it would otherwise have received.

Compliance with Internal Revenue Code. The the contractor or its assignee must, if it intends to provide tax exempt financing, file, in timely fashion, any reports that must be filed with the Internal Revenue Service with respect to the order under Section 124 or 149 of the Internal Revenue Code (IRC). The Commonwealth shall cooperate with the contractor or its assignee in the preparation and execution of these documents. The Commonwealth shall also keep a copy of each notification of assignment with the Commonwealth's counterpart of the order and shall not, during the term of the Installment Purchase or Lease, permit the equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the IRC. The Commonwealth represents that it and each ordering Commonwealth Agency that enters into a Lease or Installment Purchase hereunder qualifies as a State or political subdivision of a State for the purpose of Section 103(a) of the IRC. Any misrepresentation of such status under Section 103(a) shall constitute an event of default by the Commonwealth pursuant to paragraphs V (JVI(K) and VII(F). If (a) the Internal Revenue Service rules that the Commonwealth or any ordering Commonwealth Agency does not so qualify under Section 103(a) of the IRC, or (b) the Commonwealth fails to cooperate with the contractor or Initial Assignee in the preparation and execution of any reports required under Section 124 or 149 of the IRC (including 8038G and 8038GC forms), the Commonwealth will pay the contractor or Initial Assignee (if applicable) upon demand, a sum to be determined by the contractor or Initial Assignee sufficient to return the contractor or Initial Assignee (if applicable) to the economic results it would otherwise have received.

Compliance with Internal Revenue Code. The contractor or its assignee must, if it intends to provide tax exempt financing, file, Notwithstanding anything in timely fashion, any reports that must be filed with the Internal Revenue Service with respect Agreement to the order contrary, it is intended that the administration and payment of all amounts under this Agreement shall be done in a fashion that does not violate Section 124 or 149 409A of the Internal Revenue Code of 1986, as amended (IRCthe “Code”) and the Department of Treasury regulations and other interpretive guidance issued thereunder, including any guidance or regulations that may be issued after the effective date of the Agreement, and shall not cause the acceleration of, or the imposition of the additional, taxes provided for in Section 409A of the Code. It is intended that pursuant to 26 CFR 1.409A-1(b)(5)(i)(B), the Phantom Units shall constitute a right to compensation that does not provide for a “deferral of compensation”. The Commonwealth Any amounts shall cooperate with be deferred, paid out or modified under the contractor or its assignee Agreement in a manner that shall be intended to avoid resulting in the preparation and execution acceleration of these documentstaxation, or the imposition of penalty taxation, under Section 409A upon Employee. The Commonwealth shall also keep a copy of each notification of assignment with In the Commonwealth's counterpart of the order and shall not, during the term of the Lease, permit the equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the IRC. The Commonwealth represents event that it and each ordering Commonwealth Agency that enters into a Lease hereunder qualifies as a State or political subdivision of a State for is reasonably determined by the purpose of Section 103(aManager(s) of the IRC. Any misrepresentation Company that any amounts payable under the Agreement will be taxable to Employee under Section 409A of the Code prior to the payment and/or delivery to Employee of such status amounts, or will be subject to the acceleration of taxation or the imposition of penalty taxation under Section 103(a409A of the Code, the Manager(s) shall constitute an event may either (i) adopt such amendments to the Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Manager(s) determine reasonably necessary or appropriate to preserve the intended tax treatment of default the benefits provided by the Commonwealth pursuant Agreement and/or (ii) take such other actions as the Manager(s) determine necessary or appropriate to paragraphs V (J)comply with the requirements of Section 409A of the Code. If (a) the Internal Revenue Service rules that the Commonwealth any term or any ordering Commonwealth Agency does not so qualify under provision in this Agreement is subject to multiple interpretations, one of which complies with Section 103(a) 409A of the IRC, or (b) the Commonwealth fails to cooperate with the contractor or Initial Assignee in the preparation Code and execution one of any reports required under which violates Section 124 or 149 409A of the IRC (including 8038G and 8038GC forms)Code, the Commonwealth will pay the contractor or Initial Assignee (if applicable) upon demand, a sum to be determined by the contractor or Initial Assignee sufficient to return the contractor or Initial Assignee (if applicable) to the economic results it would otherwise have receivedinterpretation which complies shall prevail.