Code Section 83 Safe Harbor Election. 15.4.1 By executing this Agreement, each Partner authorizes and directs the Fund 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 Fund transferred to a service provider by the Fund on or after the effective date of such Revenue Procedure in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including the requirement that each Partner shall prepare and file any U.S. federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” issued by the Fund in a manner consistent with the requirements of the IRS Notice. A Partner’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) shall survive such Partner’s ceasing to be a Partner of the Fund and the termination, dissolution, liquidation and winding up of the Fund, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election), the Fund shall be treated as continuing in existence.
15.4.2 Each Partner authorizes the General Partner to amend this Section 15.4 (Code Section 83 Safe Harbor Election) to the extent necessary to achieve similar tax treatment with respect to any interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent U.S. Department of Treasury or Internal Revenue Service guidance).
Code Section 83 Safe Harbor Election. By executing this Agreement, each Partner authorizes and directs the Partnership to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any LTIP Units and any other interest in the Partnership transferred to a service provider by the Partnership on or after the effective date of such Revenue Procedure in connection with services provided to the Partnership. For purposes of making such Safe Harbor election, the tax matters partner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership 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 Notice. The Partnership and each Partner hereby agree to comply with all requirements of the Safe Harbor described in the Notice, including the requirement that each Partner shall prepare and file all U.S. federal income tax returns reporting the income tax effects of each “Safe Harbor Partnership Interest” (as described in Section 3.02 of the Notice) issued by the Partnership in a manner consistent with the requirements of the Notice. Each Partner authorizes the tax matters partner to amend this Section 10.6 to the extent necessary to achieve substantially the same tax treatment with respect to any interest in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership as set forth in Section 4 of the Notice (e.g., to reflect changes from the rules set forth in the Notice in subsequent IRS guidance), provided, that such amendment is not materially adverse to any Partner (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership).
Code Section 83 Safe Harbor Election. The Board of Managers is hereby authorized and directed to cause the LLC to make an election to value any LLC Interest issued as compensation for services to the LLC or any affiliate of the LLC (a “Compensatory Interest”) at liquidation value (the “Safe Harbor Election”), as the same may be permitted pursuant to or in accordance with the finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43 (collectively, the “Proposed Rules”). Notwithstanding any provision of this Agreement, the Board of Managers shall cause the LLC to make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election. Any such Safe Harbor Election shall be binding on the LLC and on all of its Members with respect to all Transfers of Compensatory Interests while a Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Board of Managers and as permitted by the Proposed Rules or any applicable rule. Each Member, by signing this Agreement or by accepting such Transfer, hereby agrees to comply with all requirements of the Safe Harbor Election with respect to all Compensatory Interests while the Safe Harbor Election remains effective. The Board of Managers shall file or cause the LLC to file all returns, reports and other documentation as may be required to perfect and maintain the Safe Harbor Election with respect to Transfers of any Compensatory Interest. The Board of Managers is hereby authorized and empowered, without further vote or action of the Members, to amend this Agreement as necessary to comply with the Proposed Rules or any applicable rule, in order to provide for a Safe Harbor Election and the ability to maintain or revoke the same, and shall have the authority to execute any such amendment by and on behalf of each Member. Any undertakings by the Members necessary to enable or preserve a Safe Harbor Election may be reflected in such amendments and to the extent so reflected shall be binding on each Member, respectively. Each Member agrees to cooperate with the Board of Managers to perfect and maintain any Safe Harbor Election, and to timely execute and deliver any documentation with respect thereto reasonably requested by the Board of Managers. No Transfer of any LLC Interest shall be effective unless prior to such Transfer the transfer...
Code Section 83 Safe Harbor Election. Each Member authorizes the Board to elect to apply the safe harbor (the “Safe Harbor”) set forth in proposed Treasury Regulation Section 1.83-3(1) and proposed IRS Revenue Procedure published in IRS Notice 2005-43 if such proposed Treasury Regulation or a similar Treasury Regulation is promulgated as a Treasury Regulation. If the Board determines that the Company should make such election, any grant of a Class B Unit shall require that (a) any Person to whom a Unit is Transferred in connection with the performance of services will comply with all requirements of the Safe Harbor with respect to all Units Transferred in connection with the performance of services while such election remains in effect, and (b) the Company and each of its Members will take all actions necessary, including providing the Company with any required information, to permit the Company to comply with the requirements set forth or referred to in the applicable Treasury Regulations for such election to be effective until such time (if any) as the Board determines, in its sole discretion, that the Company should terminate such election. In accordance with Section 14.1(b)(ii)(C), the Board is further authorized to amend this Agreement to modify this Section 10.5 and Section 9.1 to the extent the Board determines in its discretion that such modification is necessary or desirable as a result of the issuance of any law, Treasury Regulations, notice or ruling relating to the tax treatment of the Transfer of a partnership interest in connection with the performance of services. Notwithstanding anything to the contrary in this Agreement, each Member expressly confirms and agrees that it will be legally bound by any such grant or amendment.
Code Section 83 Safe Harbor Election. Each Limited Partner authorizes and directs the Fund to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any Interest in the Fund transferred to a service provider by the Fund in connection with services provided to the Fund. For purposes of making such Safe Harbor election, the General Partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund and, accordingly, execution of such Safe Harbor election by the General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. Each Partner hereby agrees to use reasonable efforts to comply with the Safe Harbor, and each Partner agrees to use its reasonable efforts to cooperate with the General Partner to amend this Section
Code Section 83 Safe Harbor Election. 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”) (under which the fair market value of a partnership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest) 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. Solely for purposes of making such safe harbor election, PECO Member 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 PECO 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.
Code Section 83 Safe Harbor Election. (a) Class A Units. The Class A Units are intended to constitute “profit interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43 and Internal Revenue Service Notice 2005-43.
Code Section 83 Safe Harbor Election. By executing this Agreement or a counterpart hereof, each Partner and assignee (a) expressly authorizes and directs the General Partner and the Partnership to take any and all action that is reasonably necessary under applicable federal income tax law (as such law may be revised from time to time) to cause the “liquidation value” methodology to apply to the valuation for federal income tax purposes of any interests in the Partnership transferred in connection with the performance of services (including the election by the General Partner and/or the Partnership of the “safe harbor” valuation method embodied in Proposed Regulation Section 1.83-3(l)), (b) expressly agrees to comply with all applicable requirements associated with causing such “liquidation value” methodology to apply to any such Partnership interests, and (c) acknowledges and agrees that the provisions of this Section 12.10 are legally binding on such person, and that such provisions will survive such person’s ceasing to be a Partner and/or the termination of the Partnership, and, for purposes of this Section 12.10 the Partnership shall be treated as continuing in existence.
Code Section 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 “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, Ashford is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election by Ashford constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The Company and each Member agree to comply with all requirements of the Safe Harbor described in the Notice, including the requirement that each Member shall prepare and file all federal income tax returns reporting the income tax effects of each interest in the Company issued by the Company covered by the Safe Harbor in a manner consistent with the requirements of the Notice.
(b) Each Member authorizes Ashford to amend Section 4.7(a) to the extent necessary to achieve substantially the same tax treatment with respect to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company as set forth in Section 4 of the Notice (e.g., the reflect changes from the rules set forth in the Notice in subsequent Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to the Company).
Code Section 83 Safe Harbor Election
