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

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. By executing this Agreement, each Partner Member authorizes and directs the Partnership 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 LTIP Units and any other interest in the Partnership Company transferred to a service provider by the Partnership Company on or after the effective date of such Revenue Procedure in connection with services provided to the PartnershipCompany. For purposes of making such Safe Harbor election, the tax matters partner Tax Matters Member is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Partnership Company and, accordingly, execution of such Safe Harbor election by the tax matters partner Tax Matters Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The Partnership Company and each Partner Member hereby agree to comply with all requirements of the Safe Harbor described in the Notice, including including, without limitation, the requirement that each Partner Member 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 Company in a manner consistent with the requirements of the Notice. Each Partner Member authorizes the tax matters partner Tax Matters Member 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 Company transferred to a service provider by the Partnership Company in connection with services provided to the Partnership Company 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 Internal Revenue Service guidance), provided, provided that such amendment is not materially adverse to any Partner Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the Partnership Company transferred to a service provider by the Partnership Company in connection with services provided to the PartnershipCompany).

Code Section 83 Safe Harbor Election. (a) 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 “Section 83 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, provided that the Partnership shall so elect only if the Revenue Procedure is finalized in a form that is substantially similar to its proposed form in the Section 83 Notice. For purposes of making such Safe Harbor election, the tax matters partner General 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 General Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Section 83 Notice. The Partnership and each Partner hereby agree agrees to comply with all requirements of the Safe Harbor described in the Section 83 Notice, including including, without limitation, 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 interest in the Partnership Interest” (as described in Section 3.02 of the Notice) issued by the Partnership covered by the Safe Harbor in a manner consistent with the requirements of the Section 83 Notice. (b) Each Partner authorizes the tax matters partner General Partner to amend this Section 10.6 10.6(a) 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 Section 83 Notice (e.g., to reflect changes from the rules set forth in the Section 83 Notice in subsequent IRS Internal Revenue Service guidance), provided, provided that such amendment is not materially adverse to any such Partner (as compared with the after-after tax consequences that would result to such Partner if the provisions of the Section 83 Notice applied to all interests in the Partnership transferred to a service provider by the Partnership in connection with services provided to the Partnership).