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

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 transferee of such LLC Interest shall have agreed in writing to be bound by the provisions of this Section 16, in form and substance satisfactory to the Board of Managers.

Code Section 83 Safe Harbor Election. The Board of Managers General Partner is hereby authorized and directed to cause the LLC Partnership to make an election to value any LLC the General Partner Partnership Interest issued of the General Partner as compensation for services to the LLC or any affiliate of Partnership (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 The General Partner shall cause the LLC Partnership 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 Partnership and on all of its Members Partners with respect to all Transfers transfers of the Compensatory Interests Interest thereafter made by the General Partner while a Safe Harbor Election is in effect. A Safe Harbor Election once made may be revoked by the Board of Managers and General Partner as permitted by the Proposed Rules or any applicable rule. Each MemberPartner, by signing this Agreement or by accepting such Transfertransfer, hereby agrees to comply with all requirements of the Safe Harbor Election with respect to all the General Partner’s Compensatory Interests Interest while the Safe Harbor Election remains effective. The Board of Managers General Partner shall file or cause the LLC Partnership to file all returns, reports and other documentation as may be required to perfect and maintain the Safe Harbor Election with respect to Transfers transfers of any the General Partner’s Compensatory Interest. The Board of Managers General Partner is hereby authorized and empowered, without further vote or action of the MembersPartners, to amend this the 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 MemberPartner. Any undertakings by the Members Partners 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 MemberPartner, respectively, as long as such amendments are not reasonably likely to have a material adverse effect on the rights and obligations of the Limited Partners. Each Member Partner agrees to cooperate with the Board of Managers General Partner 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 ManagersGeneral Partner. No Transfer transfer, assignment or other disposition of any LLC Interest in the Partnership by a Partner shall be effective unless prior to such Transfer transfer, assignment or disposition the transferee transferee, assignee or intended recipient of such LLC Interest shall have agreed in writing to be bound by the provisions of this Section 165.12, in form and substance satisfactory to the Board of ManagersGeneral Partner.

Code Section 83 Safe Harbor Election. The 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”) 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 (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 Board of Managers is hereby authorized and directed to cause designated as the LLC to make an person “who has responsibility for Federal income tax reporting” by the Company and, accordingly, execution of such Safe Harbor election to value any LLC Interest issued as compensation for services to the LLC or any affiliate by such Person constitutes execution 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 Section 3.03(1) of the finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(l) IRS Notice. The Company 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, each Member hereby agrees agree to comply with all requirements of the Safe Harbor Election with respect to described in the IRS Notice (as it or any substantially similar guidance becomes finally effective), including, without limitation, the requirement that each Member shall prepare and file all Compensatory Interests while federal income tax returns reporting the income tax effects of each Safe Harbor Election remains interest issued by the Company in a manner consistent with the requirements of the IRS Notice (as it or any substantially similar guidance becomes effective), A Member’s obligations to comply with the requirements of this Section 5.03 shall survive such Member’s ceasing to be a Member in the Company and/or the termination, dissolution, liquidation and winding up of the Company. The Each Member authorizes the Board of Managers shall file or cause Managers, on behalf of such Member and 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 MembersCompany, 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 necessary to cooperate with effect 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 transferee of such LLC Interest shall have agreed in writing to be bound by the provisions of this Section 16, in form and substance satisfactory to the Board of Managersforegoing.