Future Changes in Federal Tax Requirements Sample Clauses

Future Changes in Federal Tax Requirements. OVG agrees to negotiate in good faith with Owner to amend this Agreement from time to time (each, an “Amendment”) to address any interpretations, modifications, or other changes in federal tax requirements regarding tax-exempt bonds, which may include any modifications and amplifications of the Rev. Proc. or requirements superseding the Rev. Proc. taking place after the Effective Date (collectively, “Changes”) to ensure that the tax-exempt status of the Bonds utilized to finance all or a portion of the Facility is maintained. The parties acknowledge and agree that the terms of an Amendment shall be limited to modifying this Agreement in order to (i) maintain the tax-exempt status of the Bonds notwithstanding such Changes (without requiring a partial redemption or other remedial action with respect to the Bonds), and (ii) ensuring that the financial arrangements under this Agreement are materially maintained. Notwithstanding anything herein to the contrary, if following a Negotiation Period this Agreement is unable to be amended to the satisfaction of Owner with respect to clause (i) above, or Manager with respect to clause (ii) above, then this Agreement may be terminated by the applicable dissatisfied party in its sole discretion and without penalty for a period of 60 days following the end of the Negotiation Period. If neither party terminates this Agreement during such 60-day period, such termination right shall expire.
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Related to Future Changes in Federal Tax Requirements

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