Safe Harbor Election and Forfeiture Allocations. (i) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity, or in anticipation of becoming a Partner (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity or in anticipation of becoming a Partner, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto.
Safe Harbor Election and Forfeiture Allocations. (a) The Tax Matters Person is hereby authorized and directed to cause the Company to make an election to value all Interests in the Company transferred as compensation for services
Safe Harbor Election and Forfeiture Allocations. (a) The Operating Partner is hereby authorized and directed to cause the Partnership to make an election to value the Fortress Partner interest of the Fortress Partner received as compensation for services to the Partnership (the “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”). The Operating Partner shall cause the 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.
Safe Harbor Election and Forfeiture Allocations. (a) The Partnership Representative (as defined below) is hereby authorized and directed to cause the Company to make an election to value the membership interests of the Members, including any member to whom such interests were transferred in connection with performance of services, as compensation for services to the Company (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(1) and IRS Notice 2005-43 (collectively, the “Proposed Rules”). The Managers shall cause the Company 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.
Safe Harbor Election and Forfeiture Allocations. (a) The General Partner is hereby authorized to cause the Investment Partnership to make an election to value the Special Limited Partner interest of the Special Limited Partners as compensation for services to the Investment Partnership (the “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(1) and IRS Notice 2005-43 (collectively, the “Proposed Rules”). The General Partner shall cause the Investment Partnership to make any allocations of items of income, gain, deduction, loss
Safe Harbor Election and Forfeiture Allocations. (a) The General Partner is hereby authorized and directed to cause the Partnership to make an election to value the interests in the Partnership issued or transferred as compensation for services to the Partnership, the General Partner, the Fund or the Fund GP (“Compensatory Interests”) 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 whether promulgated in the form of Treasury Regulations, revenue rulings, revenue procedure notices and/or other IRS guidance (collectively, the “Proposed Rules”).
Safe Harbor Election and Forfeiture Allocations. (A) The Partners agree that the General Partner is authorized and directed to make an election, on behalf of itself and of all Partners, to have the “Safe Harbor” of Section 3.03 of IRS Notice 2005-43 (or the corresponding provision in any Revenue Procedure or regulation issued in execution of the provisions of such Notice) (the “Safe Harbor”) apply irrevocably with respect to all LTIP Units transferred in connection with the performance of services by a Partner in a partner capacity (such election, the “Safe Harbor Election”). The Safe Harbor Election shall be effective as of the date hereof. The Partnership and each Partner agrees to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner. The General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto.
Safe Harbor Election and Forfeiture Allocations. If there is a Safe Harbor Election when there is a Transfer of an Interest to a service provider, then the Company and each Member will treat each such Interest transferred in connection with the performance of services as having a fair market value equal to the “liquidation value” (as that term is defined in Notice 2005-43) of such Interest. If there is not a Safe Harbor Election when there is a Transfer of an Interest to a service provider, then the following provisions shall apply: (a) the Company is authorized and directed to make the Safe Harbor Election; (b) the Company and each of Member (including any Person to whom an Interest is transferred in connection with the performance of services) agree to comply with all requirements of the Safe Harbor Election while the Safe Harbor Election remains effective; and (c) the Company and each Member (including any Person to whom an Interest is transferred in connection with the performance of services) shall report the income tax effects of the transfer of an Interest to a service provider in a manner consistent with the requirements of the Safe Harbor Election.
Safe Harbor Election and Forfeiture Allocations. (a) The Managing Member is hereby authorized and directed to cause the LLC to make an election to value the interests in the LLC issued or transferred as compensation for services to the LLC, the Managing Member, the Fund or the Fund GP (“Compensatory Interests”) 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 whether promulgated in the form of Treasury Regulations, revenue rulings, revenue procedure notices and/or other IRS guidance (collectively, the “Proposed Rules”).
Safe Harbor Election and Forfeiture Allocations. (A) The Tax Matters Member is hereby authorized and directed to cause the Company to make an election to value the membership interests of the Members and Economic Assignees as compensation for services to the Company (a “Class B Non-Voting Units”) 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(1) and IRS Notice 2005-43 (collectively, the “Proposed Rules”). The Board shall cause the Company 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.
