Common use of Code § 83 Safe Harbor Election Clause in Contracts

Code § 83 Safe Harbor Election. (a) By executing this Agreement, each Member authorizes and directs the Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Company transferred to a service provider by the Company on or after the effective date of such Revenue Procedure in connection with services provided to the Company. For purposes of making such Safe Harbor election, the Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election by the Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Company and each Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including, without limitation, the requirement that each Member shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each “Safe Harbor Membership Interest” issued by the Company in a manner consistent with the requirements of the IRS Notice. A Member’s obligations to comply with the requirements of this Section 8.5 shall survive such Member’s ceasing to be a Member of the Company or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 8.5, the Company shall be treated as continuing in existence.

Code § 83 Safe Harbor Election. (a) By executing this Agreement, each Member Unitholder authorizes and directs the Company Holdings LLC to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Company Holdings LLC transferred to a service provider by the Company Holdings LLC on or after the effective date of such Revenue Procedure in connection with services provided to the CompanyHoldings LLC. For purposes of making such Safe Harbor election, the Tax Matters Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Company Holdings LLC and, accordingly, execution of such Safe Harbor election by the Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Company Holdings LLC and each Member Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including, without limitation, the requirement that each Member Unitholder shall prepare and file all any U.S. federal income tax returns that such Unitholder is required to file reporting the income tax effects of each “Safe Harbor Membership Company Interest” issued by the Company Holdings LLC in a manner consistent with the requirements of the IRS Notice. A MemberUnitholder’s obligations to comply with the requirements of this Section 8.5 8.3, shall survive such MemberUnitholder’s ceasing to be a Member Unitholder of the Company or Holdings LLC and/or the termination, dissolution, liquidation and winding up of the CompanyHoldings LLC, and, for purposes of this Section 8.58.3, the Company Holdings LLC shall be treated as continuing in existence.

Code § 83 Safe Harbor Election. (a) By executing this Agreement, each Member authorizes and directs the Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure revenue procedure set forth in Internal Revenue Service Notice 2005-43 (the “IRS Notice”) apply to any interest in the Company transferred or issued to a service provider by the Company on or after the effective date of such Revenue Procedure revenue procedure in connection with services provided to the Company. For purposes of making such Safe Harbor electionElection, the Tax Matters Partner Member is hereby designated as the “partner member who has responsibility for U.S. federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election by the Tax Matters Partner Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Company and each Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including, without limitation, the requirement that each Member shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each “Safe Harbor Membership Company Interest” issued by the Company in a manner consistent with the requirements of the IRS Notice. A Member’s obligations to comply with the requirements of this Section 8.5 6.19 shall survive such Member’s ceasing to be a Member of the Company or and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 8.56.19, the Company shall be treated as continuing in existence.