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 “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. (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”) 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, Ashford the 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 Ashford 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 NoticeIRS Notice (as it or any substantially similar guidance becomes finally effective), including including, without limitation, the requirement that each Member shall prepare and file all federal income tax returns reporting the income tax effects of each Safe Harbor interest in the Company issued by the Company covered by the Safe Harbor in a manner consistent with the requirements of the Notice. IRS Notice (b) 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. Each Member authorizes Ashford the Board of Managers, on behalf of such Member and the Company, to amend Section 4.7(a) this Agreement to the extent necessary to achieve substantially effect 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)foregoing.