Section 409A Transition Relief Sample Clauses

Section 409A Transition Relief. The parties intend that the cancellation of the 2007 MLP Phantom Units in exchange for the MLP Phantom Unit Consideration comply with the transition relief provided under Treasury Regulations promulgated under Code Section 409A, Internal Revenue Service Notice 2005-1, Q/A 19(c) and Internal Revenue Service Notice 2006-79, and that such cancellation and exchange not be treated as a change in the time or form of payment under Code Section 409A(a)(4) or an acceleration of a payment under Code Section 409A(a)(3). Accordingly, the parties hereby acknowledge and agree that payment of the MLP Phantom Unit Consideration in lieu of the 2007 MLP Phantom Units (i) will apply only to amounts that would not otherwise be payable in 2007, (ii) will not cause any amounts to be paid in 2007 that would not otherwise be payable in 2007, and (iii) will, to the extent applicable, constitute a deferral election that is made before January 1, 2008 with respect to an amount that is a short-term deferral (within the meaning of Treas. Reg. § 1.409A-1(b)(4)), before the year in which such amount would otherwise have been paid. To the greatest extent possible, payment of the 2007 MLP Phantom Unit Consideration in lieu of the 2007 MLP Phantom Units shall be interpreted and construed in accordance with the aforementioned transition relief.