No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 5 contracts
Samples: Limited Liability Company Operating Agreement (ET Wayne Finance, L.L.C.), Limited Liability Company Operating Agreement (ET Wayne Finance, L.L.C.), Limited Liability Company Operating Agreement (ET Wayne Finance, L.L.C.)
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Delaware Act, and expressly do not intend hereby disavow any intention to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Actpartnership act or laws of any state. The Members do not intend to be partners one to another, another or partners as to any third party. To the extent any Member, by word or action, represents to another Person person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (AAC Holdings, Inc.), Limited Liability Company Agreement (AAC Holdings, Inc.)
No Partnership Intended for Non-Tax Purposes. The Members have formed are continuing the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Revised Uniform Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Xm Investment LLC), Limited Liability Company Agreement (Xm Investment LLC)
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor or the Delaware Revised Uniform Limited Partnership Act. The Members do not intend (for non-tax purposes) to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person person that any other Member is a partner or that the Company is a partnershippartnership (in each case, for non-tax purposes), the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP)
No Partnership Intended for Non-Tax Purposes. The Members have Company has been formed the Company as a limited liability company under the Act, Delaware Act and the Members expressly do not intend hereby disclaim any intention to form a partnership under either the Delaware General Uniform Partnership Act nor Act, the Delaware Revised Uniform Limited Partnership ActAct or any other partnership law. The Except as provided in Section 2.11, the Members do not intend to be partners one to another, another or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other another Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Greenhill & Co Inc)
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor or the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP)
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a general or limited partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Actor other applicable law. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall will be liable to any other Member who incurs personal Personal liability by reason of such wrongful representation. The foregoing shall not apply to the determination of the Company's status as a partnership for purposes of the Code.
Appears in 1 contract
Samples: Operating Agreement (Ev3 Inc.)
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, Delaware Act and expressly do not intend hereby to form a partnership under either the Delaware General State Uniform Partnership Act nor the Delaware Revised State Uniform Limited Partnership Act. The Members do not intend to be partners one to another, another or partners as to any third party. To the extent any Member, by word work or action, represents to another Person person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract
No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor or the Delaware Revised Uniform Limited Partnership Act. The Members do not intend by entering into this Agreement to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to the Company and any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Apple Hospitality Two Inc)
No Partnership Intended for Non-Tax Purposes. The Initial Members have formed the Company under the Act, and expressly do not intend hereby disavow any intention to form a partnership under either Delaware’s partnership laws and regulations, or the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Actpartnership act or laws of any other state. The Members do not intend to be partners one to another, another or partners as to any third partyparty except for tax purposes. To the extent any Member, by word or action, represents to another Person person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.
Appears in 1 contract