No Partnership Intended. The Members intend that the Company not be a partnership, limited partnership, joint venture or other arrangement other than for tax purposes under the Code, the applicable Treasury Regulations and any state, municipal or other income tax law or regulation, and this Agreement shall not be construed to suggest otherwise.
No Partnership Intended. It is particularly understood and agreed that this lease shall not be deemed to be nor intended to give rise to a partnership relation.
No Partnership Intended. Nothing in this Agreement shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Operating Company shall be rendered as an independent contractor and not as an agent for the Concessionaire.
No Partnership Intended. It is particularly understood and agreed that this lease shall not be deemed to be nor intended to give rise to a partnership relation. Neither party shall have the right to bind the other without written consent.
No Partnership Intended. Other than for purposes of determining the status of the Company under the Code and the Treasury Regulations and under any applicable State, municipal or other income tax law or regulation, the Members intend that the Company not be a partnership, limited partnership or joint venture and this Agreement shall not be construed to suggest otherwise; provided, however, that if the courts of any jurisdiction having jurisdiction over the Company or any of its properties do not recognize the Company as a limited liability company, for purposes of any action or suit to which the Company is a party or to which its properties are subject or for any other purpose, the Members intend that the Company is a limited partnership in such jurisdiction and shall promptly take such steps as are necessary to reflect such intention.
No Partnership Intended. The parties hereto do not intend to be partners to one another or partners to any third party solely as a result of the operation of this Agreement.
No Partnership Intended. If, for federal income tax purposes, this Agreement and the operations hereunder are regarded as a partnership, each Party elects to be excluded from the application of all of the provisions of Subchapter “K,” Chapter 1, Subtitle “A,” of the Internal Revenue Code of 1986, as amended (“Code”), as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. Pioneer USA is authorized and directed to execute on behalf of each Party such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal Revenue Service, including specifically all of the returns, statements, and the data required by Treasury Regulation § 1.761. Should there be any requirement that each Party give further evidence of this election, each Party shall execute such documents and furnish such other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. Neither Party shall give any notices or take any other action inconsistent with the election made hereby. If any present or future income tax laws of the state or states in which any Wellbore, Down-Spaced Well, or Replacement Well is located or any future income tax laws of the United States contain provisions similar to those in Subchapter “K,” Chapter 1, Subtitle “A,” of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each Party shall make such election as may be permitted or required by such laws. In making the foregoing election, each party states that the income derived by such party from operations hereunder can be adequately determined without the computation of partnership taxable income.
No Partnership Intended. It is understood and agreed that this Agreement shall not give rise to, not shall be interpreted as a partnership relationship.
No Partnership Intended. It is expressly understood that Licensor does not intend and shall not, in any way or for any purpose whatsoever, become a partner of Licensee in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Licensee pursuant to this License Agreement.
No Partnership Intended. The Parties do not intend for this Agreement to create a partnership, limited partnership, joint venture or limited liability company agreement, and this Agreement shall not be construed to suggest otherwise. The Parties intend that this Agreement is purely an arm’s-length contract to facilitate the purchase and sale of Tax Credits and the associated duties and obligations of the Parties.
