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

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 “IRS Notice”), or any successor guidance or provision, apply to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company on or after the effective date of such Revenue Procedure. 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 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 federal income tax returns reporting the income tax effects of each Unit issued by the Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A Member’s obligations to comply with the requirements of this Section 10.4 shall survive such Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 10.4, the Company shall be treated as continuing in existence. (b) Each Member authorizes the tax matters partner to amend this Section 10.4 to the extent necessary to achieve substantially the same or similar 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 IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Member as compared to the treatment of a Member holding similar Units.

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 “IRS Notice”), or any successor guidance or provision, ) apply to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company on or after the effective date of such Revenue ProcedureProcedure in connection with services provided to the Company. For purposes of making such Safe Harbor election, the tax matters partner 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 the tax matters partner Ashford 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, including the requirement that each Member shall prepare and file all federal income tax returns reporting the income tax effects of each Unit interest in the Company issued by the Company that qualifies for covered by the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A Member’s obligations to comply with the requirements of this Section 10.4 shall survive such Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 10.4, the Company shall be treated as continuing in existence. (b) Each Member authorizes the tax matters partner Ashford to amend this Section 10.4 4.7(a) to the extent necessary to achieve substantially the same or similar 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 IRS Notice (e.g., to the reflect changes from the rules set forth in the IRS Notice in subsequent Internal Revenue Service guidance); , provided that such amendment does is not result in disproportionately materially adverse treatment of any other 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 treatment of a Member holding similar UnitsCompany).

Code Section 83 Safe Harbor Election. (a) By executing this Agreement, each Member (and former 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”), or any successor guidance or provision, ) apply to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company on or after the effective date of such Revenue ProcedureProcedure (or any substantially similar Revenue Procedure or other guidance issued by the Internal Revenue Service) in connection with services provided to the Company; provided that the Company shall make such election only in the manner such “Safe Harbor” is set forth in any final Revenue Procedure or other guidance and only if the final Revenue Procedure or such other guidance does not impose conditions that, in the reasonable discretion of the Board of Managers, are materially more onerous economically to the Members than those in the IRS Notice. For purposes of making such Safe Harbor election, the tax matters partner Board of Managers is hereby designated as the person “partner who has responsibility for federal Federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election by the tax matters partner such Person 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 NoticeNotice (as it or any substantially similar guidance becomes finally effective), including, without limitation, the requirement that each Member shall prepare and file all federal income tax returns reporting the income tax effects of each Unit Safe Harbor interest issued by the Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. Notice (as it or any substantially similar guidance becomes effective), A Member’s obligations to comply with the requirements of this Section 10.4 5.03 shall survive such Member’s ceasing to be a Member of in the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 10.4, the Company shall be treated as continuing in existence. (b) . Each Member authorizes the tax matters partner Board of Managers, on behalf of such Member and the Company, to amend this Section 10.4 Agreement to the extent necessary to achieve substantially effect the same or similar 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 IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Member as compared to the treatment of a Member holding similar Unitsforegoing.

Code Section 83 Safe Harbor Election. (a) By executing this the Agreement, each Member Unitholder authorizes and directs the Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in the Internal Revenue Service Notice 2005-43 (the “IRS Notice”), or any successor guidance or provision, apply to any interest in the Company transferred to a service provider by the Company in connection with services provided to the Company on or after the effective date of such Revenue Procedure. For purposes of making such Safe Harbor election, the tax matters partner Tax Matters Partner 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 the tax matters partner 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 Unitholder hereby agree agrees 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 federal income tax returns reporting the income tax effects of each Unit issued by the Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A Member’s Unitholder's obligations to comply with the requirements of this Section 10.4 8.3 shall survive such Member’s Unitholder's ceasing to be a Member Unitholder of the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 10.48.3, the Company shall be treated as continuing in existence. (b) Each Member Unitholder authorizes the tax matters partner Tax Matters Partner to amend this Section 10.4 8.3 to the extent necessary to achieve substantially the same or similar 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 for in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth for in the IRS Notice in subsequent Internal Revenue Service guidance); provided that such amendment does not result in disproportionately adverse treatment of any other Member Unitholder as compared to the treatment of a Member Unitholder holding similar Units.. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION