See Treas Clause Samples

See Treas. Reg. 1.409A-2(b)(2)(iv).

See Treas. Reg. §1.48-9(d)(6). Our discussions with the IRS national office have suggested that the same principle should be used for the cash grant program. The cash grant program is supposed to mimic the investment credit. See Joint Explanatory Statement of the Committee Conference, to ARRA, at pg. 115. Treasury has not stated whether it plans to adopt the 75% rule. There are other precedents the Treasury might apply to allow a full credit as long as the primary energy source is sunlight. The equipment that uses solely natural gas does not qualify for the cash grant. Equipment that uses solely solar energy exclusively does. The 75% rule is relevant for equipment that uses both. Cash Grant Opinion - Ivanpah 14 April 5, 2011 Gas used as a preheater for the Ivanpah projects provides heat that reduces the amount of heat a project needs to generate from solar energy. Thus, because gas is used to preheat the boiler may cause certain equipment that uses both solar and nonsolar energy to be disqualified in whole or in part from qualifying for the cash grant if the Treasury applies the 75% rule.

See Treas. Reg. §1.1361-1(l)(2)(iii)(B) (bona fide agreements to redeem or purchase stock at the time of death, divorce, disability, or termination of employment are disregarded in determining whether a corporation's shares of stock confer identical rights); Priv. Ltr. Rul. 201918013 (May 3, 2019) (where the IRS determined that there would not be a second class of stock in the case of an employee who has the employee who “has engaged in activity meeting the definition of ‘cause’ in the Plan, which generally only includes theft or fraud by the employee that materially ▇▇▇▇▇ [the Company], the Shareholder’s shares may be redeemed for the “‘forfeiture repurchase price,” which is the lesser of: (i) the fair market value of the shares or (ii) the price paid, if any, to acquire the shares.”

See Treas. Reg.§ 1.704-1(b)(2)(ii)(i). It primarily protects simple general partnerships. There is also the “liquidation test”. Allocations to partnerships without an unconditional deficit make-up provision are respected if they are the same as changes in liquidation rights.

See Treas. Reg. § 1.704-1(b)(3)(iii). Finally, there is the “interest in the partnership test”. The Treasury Regulations do not define it per se but provide four factors to consider (1) relative capital contributions, (2) rights to economic profits and losses (3) rights to cash flow and (4) liquidation rights. The latter being the most important.

See Treas. Reg. § 1.736-

See Treas. Reg. § 1.148-3 for a detailed description of the computation of arbitrage rebate (including certain computation credits). In particular, certain formal elections and informal selections, applications and allocations may be made in connection with the computation of arbitrage rebate. Absent an applicable exception (such as that for certain Bona Fide Debt Service Funds as provided for in Section 148(f)(4)(A) and Treas. Reg. § 1.148-3(k)), arbitrage rebate with respect to the Bonds may need to be computed as to Nonpurpose Investments in the following funds or accounts: Debt Service Fund Costs of Issuance Fund Escrow Fund The first rebate installment payment must be made for a Computation Date that is not later than five years after the Issue Date. Each subsequent rebate installment payment must be made for a Computation Date that is not later than five years after the previous Computation Date for which an installment payment was made. The final rebate payment must be made for the final Computation Date. The final Computation Date with respect to an issue generally is the date the last outstanding bond of the issue is Discharged. For a fixed Yield issue, an Issuer may treat any date as a Computation Date. For a variable Yield issue, an Issuer:

See Treas. Reg. § 1.409A-2(b)(2)(iii) (2007). compensation plan should expressly provide that each annual payment is a separate payment.51

See Treas. Reg. § 1.148-1(c)(4).