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

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.

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. 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. 15.4.1 (a) By executing this Agreement, each Partner Member authorizes and directs the Fund 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 Fund Company transferred to a service provider by the Fund Company in connection with services provided to the Company on or after the effective date of such Revenue Procedure in connection with services provided to the FundProcedure. For purposes of making such Safe Harbor election, the General Partner tax matters partner is hereby designated as the “partner who has responsibility for U.S. federal income tax reporting” by the Fund Company and, accordingly, execution of such Safe Harbor election by the General Partner tax matters partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Fund Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the IRS Notice, including including, without limitation, the requirement that each Partner Member shall prepare and file any U.S. all federal income tax returns such Partner is required to file reporting the income tax effects of each “Safe Harbor Partnership Interest” Unit issued by the Fund Company that qualifies for the Safe Harbor in a manner consistent with the requirements of the IRS Notice. A PartnerMember’s obligations to comply with the requirements of this Section 15.4 (Code Section 83 Safe Harbor Election) 10.4 shall survive such PartnerMember’s ceasing to be a Partner Member of the Fund and Company and/or the termination, dissolution, liquidation and winding up of the FundCompany, and, for purposes of this Section 15.4 (Code Section 83 Safe Harbor Election)10.4, the Fund Company shall be treated as continuing in existence.