Partnership Status and Tax Elections. (a) The Members intend that the Company will be taxed as a partnership for United States federal, state and local income tax purposes. The Members agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute and agree not to elect for the Company to be treated as a corporation, or an association taxable as a corporation, under the Code or any similar state statute.
Partnership Status and Tax Elections. (a) It is the intent of the Members that the Company be taxed as a partnership for United States federal, state and local income Tax purposes. The Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute and agree not to elect for the Company to be treated as a corporation, or an association Taxable as a corporation, under the Code or any similar state statute. (b) The Company shall make the following elections and take the following positions under United States income Tax Laws and regulations and any similar state statutes: (i) adopt the Fiscal Year as the annual accounting period; (ii) adopt the accrual method of accounting; and (iii) adopt the weighted moving average method of inventory accounting. (c) Upon the request of a Member or Members holding more than 40 percent of the outstanding Membership Interests, the Company shall file an election under Section 754 of the Code and the Treasury Regulations thereunder to adjust the basis of the Company assets under Section 734(b) of the Code or Section 743(b) of the Code and any corresponding elections under the applicable sections of state and local Law. (d) The Company shall not make any election under Section 6231(a)(1)(B)(ii) of the Code or the Treasury Regulations thereunder to treat the Company as a partnership to which the provisions of Sections 6221 through 6234 of the Code, inclusive, apply. Section '~.6
Partnership Status and Tax Elections. (a) The Members intend that the Company will be taxed as a partnership for United States federal, state and local income tax purposes. The Members agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute and agree not to elect for the Company to be treated as a corporation, or an association taxable as a corporation, under the Code or any similar state statute. (b) The Company shall make the following elections on the appropriate Tax Returns: (i) to the extent permitted under Section 706 of the Code, to adopt as the Company’s Tax Year the 12 month period ending on December 31 effective as of December 31, 2013; (ii) to adopt the accrual method of accounting; (iii) an election under Section 754 of the Code to adjust the bases of the Company’s properties; (iv) to elect to amortize the organizational expenses of the Company ratably over a period of 180 months as permitted by Section 709(b) of the Code; (v) if approved in writing by Members representing a Super-Majority Vote, any other election the Managing Member may deem appropriate; (vi) to the extent permitted, to elect the alternative depreciation system pursuant to Section 168(g)(7) of the Code with respect to all 5-year MACRS property placed in service by the Company in each taxable year prior to the Flip Date, including under Treasury Regulation Section 1.704-3(d)(2); and (vii) to elect under Section 263(c) of the Code to deduct intangible drilling and development costs immediately. (c) The Company shall file an election under Section 6231(a)(1)(B)(ii) of the Code and the Treasury Regulation thereunder to treat the Company as a partnership to which the provisions of Sections 6221 through 6234 of the Code, inclusive, apply. - 26 - Section 7.6
