Management and Service Contracts. With respect to management and service contracts, the determination of whether a particular use constitutes Private Use shall be determined on the basis of applying Section 1.141-3(b)(4) of the Treasury Regulations and Revenue Procedure 97-13 and other applicable rules and regulations. As of the date hereof, none of the Project Funds or the Project are being used to provide property subject to contracts or other arrangements with persons or entities engaged in a trade or business (other than Governmental Units) that involve the management of property or the provision of services that do not comply with the standards of the Treasury Regulations and Revenue Procedure 97-13. Except to the extent the Recipient has received an opinion of counsel expert in the issuance of state and local government bonds the interest on which is excluded from gross income under Section 103 of the Code ("Nationally-Recognized Bond Counsel") and satisfactory to the State Water Board and the Bank to the contrary, the Recipient will not enter into any management or service contracts with any person or entity that is not a Governmental Unit for services to be provided with respect to the Project except with respect to contracts where the following requirements are complied with: (i) the compensation is reasonable for the services rendered; (ii) the compensation is not based, in whole or in part, on a share of net profits from the operation of the Project; (iii) not more than twenty percent (20%) of the voting power of the Recipient in the aggregate may be vested in the service provider and its directors, officers, shareholders and employees and vice versa; (iv) any overlapping board members between the Recipient and the service provider must not include the chief executive officer or executive director of either, or their respective governing bodies; and (v):
Management and Service Contracts. The Recipient represents that, as of the date hereof, it is not a party to any contract, agreement or other arrangement with any persons or entities engaged in a trade or business (other than Governmental Units) that involve the management or operation of property or the provision of services at or with respect to the Project that does not comply with the standards of the Treasury Regulations, Revenue Procedure 97-13, as modified by Revenue Procedure 2001-39 and IRS Notice 2014-67, or Revenue Procedure 2017-13, as applicable. The Recipient represents that it will not be party to any such contract, agreement or arrangement with any person or entity that is not a Governmental Unit for the management of property or the provision of services at or with respect to the Project, while the Obligation (including any obligation or series thereof issued to refund the Obligation, as the case may be) is outstanding, except: (a) with respect to any contract, agreement or arrangement that does not constitute “private business use” of the Project under Code §141(b), or (b) with respect to any contract, agreement or arrangement that complies with (i) Revenue Procedure 97-13, 1997-1 C.B. 632, as amended by Revenue Procedure 2001-39, 2001- 2 C.B. 38, and as amplified by Notice 2014-67, with respect to contracts entered into before August 18, 2017 and not materially modified or extended after August 18, 2017, or (ii) Revenue Procedure 2017-13, with respect to contracts entered into or materially modified or extended on or after August 18, 2017, or
Management and Service Contracts. The existing management agreement between the Contributor and the Company for the operation of the Real Property shall be terminated effective as of the Closing Date at the sole cost, liability and expense of the Contributor (the “Management Contract Termination”). The Contributor shall also have terminated the Service Contracts pursuant to Section 2.2(p).
Management and Service Contracts. The Borrower will apply Revenue Procedure 2016-44 (or Revenue Procedure 97-13 as applicable) to determine whether a management or a service contract or other similar arrangement entered into with respect to facilities included in the Project creates any Private Use of such facilities in favor of the management or service provider. The Borrower hereby represents that, as of the date hereof, all contracts or other arrangements with Nongovernmental Persons for the management of, or provision of services with respect to, property financed with proceeds of the Series 2016B Bond comply (and will in the future so comply) with the standards of Revenue Procedure 2016-44 (or Revenue Procedure 97-13 as applicable).
Management and Service Contracts. All management contracts for the management of the Real Property that have been designated by the Purchaser, in its sole discretion, for termination shall be terminated effective as of the Closing Date at the sole cost, liability and expense of the Sellers (the “Management Contract Terminations”). The Sellers shall also have terminated the Service Contracts pursuant to Section 2.2(o). With respect to the first sentence of this Section 3.1(h), on or before the expiration of the Determination Period (as defined in Section 3.1(m) below), the Purchaser shall notify the Sellers in writing which management contracts for the management of the Real Property shall be subject to the Management Contract Terminations.
Management and Service Contracts. The Lessee acknowledges that the management, operation or other provision of services by private persons could result in the Equipment or a portion thereof being deemed used in a private trade or business such as to adversely affect the tax-exempt status of the interest payable on the Lease. Prior to entering into any contract or other arrangement for the management, operation or other provision of services with a private person with respect to any of the Equipment, the Lessee will obtain an Opinion of Bond Counsel that such contract or other arrangement will not adversely affect the exclusion of the interest on the Lease from gross income for federal income tax purposes.
