We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of No State-Law Partnership Clause in Contracts

No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwise.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Global Imaging Systems Inc), Limited Liability Company Agreement (Global Imaging Systems Inc), Limited Liability Company Agreement (Global Imaging Systems Inc)

No State-Law Partnership. The Sole Member intends that the Company shall not be considered a partnership (includingwhether general, without limitation, a limited partnershipor other) or joint venture, and no Member shall be a partner or joint venturer of any other Member venture for any purposes other than as the Managers may determinepurposes, and this Agreement shall may not be construed or interpreted to suggest otherwisethe contrary.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (EQGP Holdings, LP), Limited Liability Company Agreement (EQM Midstream Partners, LP), Limited Liability Company Agreement

No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and and, in the event there is more than one Member, no Member shall be a partner or joint venturer of any the other Member for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP), Limited Liability Company Agreement (Noble Midstream Partners LP)

No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture. In the event there is more than one member of the Company (each, and a “Member”), no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 12 contracts

Samples: Merger Agreement (JMP Group LLC), Merger Agreement (JMP Group LLC), Limited Liability Company Agreement (Tesoro High Plains Pipeline Co LLC)

No State-Law Partnership. The Member and the Special Members intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no that neither the Member, any Special Member nor any Manager shall be a partner or joint venturer of the Member, any other Special Member or any Manager with respect to the business of the Company for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 11 contracts

Samples: Limited Liability Company Agreement (PE Environmental Funding LLC), Limited Liability Company Agreement (MP Environmental Funding LLC), Limited Liability Company Agreement (MP Environmental Funding LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as the Managers may determineset forth in Section 2.8, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall not be construed to suggest otherwise.

Appears in 11 contracts

Samples: Limited Liability Company Agreement (Dutch Bros Inc.), Operating Agreement (Enfusion, Inc.), Limited Liability Company Agreement (Redbox Entertainment Inc.)

No State-Law Partnership. The Sole Member intends that the Company shall not be a partnership or joint venture for state-law purposes. Additionally, no Member or Director will be considered a partnership (including, without limitation, a limited partnership) or joint venture, and no Member shall be a state-law partner or joint venturer of any other Member or Director. It is intended that the Company will be considered a disregarded entity for any purposes other than as the Managers federal income-tax purposes. This Agreement may determine, and this Agreement shall not be construed to suggest otherwise.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (GIC Private LTD), Limited Liability Company Agreement (Tallgrass Energy, LP), Limited Liability Company Agreement (Enagas U.S.A. LLC)

No State-Law Partnership. The Member and the Special Members intend that the Company shall not be considered a partnership (including, without limitation, including a general partnership or a limited partnership) or joint venture, and no Member that neither the Member, any Special Members nor any Manager shall be a partner or joint venturer of the Member, any other Special Member or any Manager with respect to the business of the Company, for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (CenterPoint Energy Transition Bond Co IV, LLC), Limited Liability Company Agreement (CenterPoint Energy Transition Bond Co IV, LLC), Limited Liability Company Agreement (CenterPoint Energy Restoration Bond Company, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a an agent, partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 8 contracts

Samples: Limited Liability Company Agreement, Purchase and Sale Agreement (Campus Crest Communities, Inc.), Operating Agreement

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Director or Officer shall be a partner or joint venturer of any other Member Member, Director or Officer by virtue of this Agreement, for any purposes other than as the Managers may determine, expressly set forth in this Agreement and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 7 contracts

Samples: Limited Liability Company Operating Agreement, Settlement Agreement, Limited Liability Company Operating Agreement (Chrysler Group LLC)

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided herein with respect to U.S. federal (and applicable state and local) income tax treatment, the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinepurposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (NextEra Energy Partners, LP), Limited Liability Company Agreement (NextEra Energy Partners, LP), Contribution Agreement (NextEra Energy Partners, LP)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of neither this Agreement nor any other document entered into by the Company or the Member for any purposes other than as relating to the Managers may determine, and this Agreement subject matter hereof shall not be construed to suggest otherwise.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC), Limited Liability Company Agreement (Wcof, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal or state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Rice Energy Inc.), Limited Liability Company Agreement (Rice Energy Inc.), Master Reorganization Agreement (Rice Energy Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, including without limitation, a limited partnership) Limited Partnership), or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes purpose other than as the Managers may determine, Federal and State tax purposes and that this Agreement shall not be construed or interpreted to suggest otherwise.

Appears in 5 contracts

Samples: Operating Agreement (John D. Oil & Gas Co), Operating Agreement (Energy West Inc), Operating Agreement (John D. Oil & Gas Co)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture. This Section 2.8 shall not, and no Member shall be however, prohibit the Company from becoming a partner or joint venturer of any a partnership or joint venture with one or more other Member for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwisePersons.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Dell International L.L.C.), Operating Agreement (Dell Inc), Limited Liability Company Agreement (Dell Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (includingwhether general, without limitation, a limited partnershipor other) or joint venture, and that no Member shall be a partner or joint venturer of with any other Member Member, for any purposes other than as (if the Managers may determineCompany has more than one Member) Federal and state income tax purposes, and this Agreement shall may not be construed or interpreted to suggest otherwisethe contrary.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Regency Energy Partners LP), Limited Liability Company Agreement (Universal Compression Partners, L.P.), Limited Liability Company Agreement (Universal Compression Partners, L.P.)

No State-Law Partnership. The Member intends that the Company shall will not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no Member shall that none of the Member, any Manager or any Authorized Officer will be a partner or joint venturer with respect to the activities of any other Member the Company for any purposes other than as the Managers may determinepurposes, and this Agreement shall will not be construed to suggest otherwise.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Mercedes-Benz Auto Receivables Trust 2022-1), Limited Liability Company Agreement (Daimler Trucks Retail Receivables LLC), Limited Liability Company Agreement (California Republic Funding LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager or Officer shall be a partner or joint venturer of any other Member Member, Manager or Officer by virtue of this Agreement, for any purposes other than as is set forth in the Managers may determinepenultimate sentence of Section 2.7, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 5 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC), Limited Liability Company Operating Agreement

No State-Law Partnership. The Each Member intends that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determineFederal and state income tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Alliance Holdings GP, L.P.), Limited Liability Company Agreement (K-Sea GP Holdings LP), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager or Officer shall be a partner or joint venturer of any other Member Member, Manager or Officer by virtue of this Agreement, for any purposes other than as the Managers may determinewith respect to taxes, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC), Limited Liability Company Operating Agreement (Gmac LLC)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, venture and no that the Member shall not be a partner or joint venturer of any other Member for any purposes purpose other than as the Managers may determinefederal or state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nutone Inc), Operating Agreement (Nutone Inc), Limited Liability Company Agreement (Nutone Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall Member, Manager or Representative be a partner or joint venturer of any other Member Member, Manager or Representative for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Texas Mineral Resources Corp.), Operating Agreement (Gold Torrent Canada Inc), Limited Liability Company Agreement

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (includingwhether general, without limitation, a limited partnershipor other) or joint venture, and that no Member shall be a partner or joint venturer of with any other Member Member, for any purposes other than as (if the Managers may determineCompany has more than one Member) federal and state income tax purposes, and that this Agreement shall not be construed or interpreted to suggest otherwisethe contrary.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (CSI Compressco LP), Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement (USA Compression Partners, LP)

No State-Law Partnership. The Subject to Section 11.2 hereof, the Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.), Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.), Membership Interest Purchase Agreement (LMP Automotive Holdings, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, venture and that no Member shall or Manager be a partner or joint venturer of any other Member or Manager for any purposes other than as the Managers applicable tax laws. This Agreement may determine, and this Agreement shall not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement (Barton Protective Services LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Member, Economic Owner, representative or officer shall be a partner or joint venturer of any other Member Member, Economic Owner, representative or officer, for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwisepurposes.

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Lower Road Associates LLC), Limited Liability Company Operating Agreement (Sleepmaster LLC), Limited Liability Company Operating Agreement (Lower Road Associates LLC)

No State-Law Partnership. The Member(s) intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinepurposes, and neither this Agreement nor any other document entered into by the Company or any Member shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Alliance Laundry Systems LLC), Limited Liability Company Agreement (Alliance Laundry Systems LLC), Limited Liability Company Agreement (Alliance Laundry Corp)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determinefederal and state tax purposes, and the provisions of this Agreement shall may not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Starstream Entertainment, Inc.), Limited Liability Company Agreement (Gelia Group, Corp.), Operating Agreement (Gelia Group, Corp.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc), Limited Liability Company Agreement (Williams Communications Group Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinetax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Operating Agreement (Atlantic Power Corp), Limited Liability Company Agreement (Noble Environmental Power LLC), Limited Liability Company Agreement (Noble Environmental Power LLC)

No State-Law Partnership. The Members intend that the Company shall not constitute or be considered treated as a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member or officer shall be a partner or joint venturer of any other Member or officer, for any purposes other than as the Managers may determinefederal, state and local income tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (U. S. Premium Beef, LLC), Limited Liability Company Agreement (Jefferies Financial Group Inc.), Purchase and Sale Agreement (Leucadia National Corp)

No State-Law Partnership. The Members intend that the Company shall will not be considered a partnership, limited partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall will be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Almost Family Inc), Equity Purchase Agreement (Almost Family Inc), Limited Liability Company Agreement (Community Health Investment CORP)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state income tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP)

No State-Law Partnership. The Sole Member intends that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and no that neither the Sole Member nor any Officer shall be a partner or joint venturer of the Sole Member or any other Member Officer, for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Williams Partners L.P.), Limited Liability Company Agreement, Limited Liability Company Agreement (Williams Partners L.P.)

No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint ventureventure under any state or federal law, and no Member or Administrative Member shall be a partner or joint venturer of any other Member or Administrative Member for any purposes purposes, other than under the Code and other applicable tax laws, or as expressly provided in a separate agreement between the Managers may determineMembers, and this Agreement shall may not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (DCT Chino LLC), Limited Liability Company Agreement (DCT Chino LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes purpose other than as the Managers may determinefederal, state, and local tax purposes, and the provisions of this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Operating Agreement (Vinco Ventures, Inc.), Operating Agreement (Xspand Products Lab, Inc.), Operating Agreement (Xspand Products Lab, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and the provisions of this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Smart for Life, Inc.), Operating Agreement, Operating Agreement (George Foreman Enterprises Inc)

No State-Law Partnership. The Members intend that the Company shall is not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Manager or Member shall be is a partner or a joint venturer of any other Manager or Member for any purposes other than as the Managers may determine, and income tax purposes. No provision of this Agreement shall not may be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Martin Midstream Partners Lp), Limited Liability Company Agreement (Martin Midstream Partners Lp), Limited Liability Company Agreement (Martin Midstream Partners Lp)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and that this Agreement shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Operating Agreement (TASCR Ventures, LLC), Operating Agreement (Olympic Steel Inc), Operating Agreement (Bon-Ton Stores of Lancaster, Inc.)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall member or manager be a partner or joint venturer of any other Member member or manager, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Operating Agreement shall may not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Operating Agreement (A.W. Realty Company, LLC), Operating Agreement (A.W. Realty Company, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, director or officer shall be a partner or joint venturer of any other Member Member, director or officer, for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Walgreen Co), Limited Liability Company Agreement (Walgreen Co)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a an agent, partner or joint venturer of any other Member for any purposes other than as the Managers may determineU.S. federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hydron Technologies Inc), Limited Liability Company Agreement (Public Media Works Inc)

No State-Law Partnership. The Members intend that Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determineapplicable tax Laws, and this Agreement shall may not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Operating Agreement (Valcent Products Inc.), Operating Agreement (Global Green Solutions Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer of any other Member or Manager, for any purposes other than as the Managers may determineapplicable tax laws, and this Operating Agreement shall may not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Operating Agreement (NextPlay Technologies Inc.), Operating Agreement (Monaker Group, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager or Officer of the Company shall be a partner or joint venturer of any other Member Member, Manager or Officer of the Company, for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwiseset forth in Section 11.03.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hut 8 Corp.), Limited Liability Company Agreement (iMedia Brands, Inc.)

No State-Law Partnership. The Member and the Special Member intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no that neither the Member, the Special Member nor any Manager shall be a partner or joint venturer of the Member, the Special Member or any other Member Manager with respect to the business of the Company for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (PSE&G Transition Funding II LLC), Limited Liability Company Agreement (PSE&G Transition Funding II LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnershippartnership in commendam) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Operating Agreement (BHNA Holdings Inc.), Operating Agreement (Medic Systems Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member in connection with this Agreement, for any purposes purpose other than as the Managers may determinefederal, state, and local tax purposes, and the provisions of this Agreement shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Avalon GloboCare Corp.), Operating Agreement (Asta Funding Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, venture and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers applicable tax laws. This Agreement may determine, and this Agreement shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (T-Mobile USA, Inc.), Limited Liability Company Agreement (U S Energy Systems Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Member, Manager, or Officer of the Company shall be a partner or joint venturer of any other Member Member, Manager or Officer of the Company, for any purposes other than as set forth in the Managers may determine, and first sentence of this Agreement shall not be construed to suggest otherwiseSection 2.07.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ternio, LLC), Operating Agreement (Agrify Corp)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager, or Officer of the Company shall be a partner or joint venturer of any other Member Member, Manager or Officer of the Company, for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwiseset forth in Section 11.03.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Chicken Soup for the Soul Entertainment, Inc.), Limited Liability Company Agreement (Chicken Soup for the Soul Entertainment, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determineU.S. federal or state Tax purposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Antero Resources Midstream Management LLC)

No State-Law Partnership. The Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and no Member shall be a partner or joint venturer venture of any other Member for any purposes other than as the Managers Sole Member may determine, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (MedAssets Ventures, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a an agent, partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Day Runner Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall or Representative be a partner or joint venturer of any other Member or Representative for any purposes other than as the Managers may determinepurposes, and this Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer of any other Member or Manager with respect to the business of the Company, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (Entrade Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered be, and the Company is not, a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be be, and no Member is, a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and applicable state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.. FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Appears in 1 contract

Samples: Contribution Agreement (Flowco Holdings Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, venture and that no Member shall or Manager be a partner or joint venturer of any other Member or Manager for any purposes other than as the Managers may determinepurposes, and this Agreement shall may not be construed to suggest otherwise; provided, that, to the extent permitted by U.S. law, the Company will be treated as a partnership for U.S. federal, state and local income tax purposes, and the Members agree not to take any action or position inconsistent with such treatment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Alexander & Baldwin, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (includingpartnership, without limitation, a limited partnership) , or joint venture, and that no Member shall or Director be a partner or joint venturer of any other Member or Director, for any purposes other than as the Managers may determineforeign and domestic federal, state, provincial and local income tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (Triarc Companies Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (includingwhether general, without limitation, a limited partnershipor other) or joint venture, and that no Member shall be a partner or joint venturer of with any other Member Member, for any purposes other than as (if the Managers may determineCompany has more than one Member) federal and state income tax purposes, and this Agreement shall may not be construed or interpreted to suggest otherwise.the contrary. WESTERN MIDSTREAM HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Appears in 1 contract

Samples: Limited Liability Company Agreement (Western Midstream Partners, LP)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no that neither the Member nor any Manager shall be a partner or joint venturer of the Member or any other Member Manager with respect to the business of the Company, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pp&l Transition Bond Co Inc)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall or Director be a partner or joint venturer of any other Member or Director, for any purposes other than as the Managers may determineapplicable tax laws, and this Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eott Energy Partners Lp)

No State-Law Partnership. The Member and the Special Members intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no Member that neither the Member, any Special Members nor any Manager shall be a partner or joint venturer of the Member, any other Special Member or any Manager with respect to the business of the Company, for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Reliant Energy Transition Bond Co LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or a joint venture, and that as a result of participating as a Member hereunder, no Member shall be treated as a partner or joint venturer of any other Member Member, for any purposes purpose other than as the Managers may determinefederal, state and local income tax purposes, and the provisions of this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Agreement to Form Limited Liability Company and Contribution Agreement (Empire Resorts Inc)

No State-Law Partnership. The Member and the Special Members ------------------------ intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no Member that neither the Member, any Special Members nor any Manager shall be a partner or joint venturer of the Member, any other Special Member or any Manager with respect to the business of the Company, for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Reliant Energy Transition Bond Co LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, . without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as federal and state tax purposes. and the Managers may determine, and provisions of this Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gelia Group, Corp.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, venture and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determineby virtue of this Agreement, and neither this Agreement nor any other instrument entered into by the Company or any Member relating to the subject matter hereof shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Meridian BidCo LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a an agent, partner or joint venturer of any other Member for any purposes other than as the Managers may determineU.S. federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (Aas Capital Corp)

No State-Law Partnership. The Member and the Special Member intend that the Company shall not be considered a partnership (including, without limitation, including a general partnership or a limited partnership) or joint venture, and no that neither the Member, the Special Member nor any Manager shall be a partner or joint venturer of the Member, the Special Member or any other Member Manager with respect to the business of the Company for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Florida Power & Light Co)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (includingwhether general, without limitation, a limited partnershipor other) or joint venture, and that no Member shall be a partner or joint venturer of with any other Member Member, for any purposes other than as the Managers may determinepurposes, and this Agreement shall may not be construed or interpreted to suggest otherwisethe contrary.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Magellan Midstream Holdings Lp)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as the Managers may determineset forth in Section 2.08, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Xponential Fitness, Inc.)

No State-Law Partnership. The Member intends that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwise.joint

Appears in 1 contract

Samples: Company Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)

No State-Law Partnership. The Member intends that the Company shall will not be considered a partnership (including, without limitation, including a general partnership or a limited partnership) or joint venture, and no Member shall that none of the Member, any Manager or any Authorized Officer will be a partner of or joint venturer venture with respect to the activities of any other Member the Company for any purposes other than as the Managers may determinepurposes, and this Agreement shall will not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CAB West LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall Holder be a partner or joint venturer of any other Member Holder, for any purposes other than as the Managers may determinepurposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Boise White Paper Sales Corp.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Managing Member shall be a partner or joint venturer of any other Member or Managing Member, for any purposes other than as the Managers may determinetax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 1 contract

Samples: Limited Liability Company Agreement (New Mountain Vantage LP)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as the Managers may determineset forth in Section 12.2(d), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (VHS of Anaheim Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager, or Officer of the Company shall be a partner or joint venturer of any other Member Member, Manager or Officer of the Company, for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwise.set forth in Section 11.03. ARTICLE III Capital Contributions; Capital Accounts

Appears in 1 contract

Samples: Operating Agreement (Arcadia Biosciences, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes other than (except as the Managers may determineprovided in Section 11.1), and this Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NationsHealth, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member Member, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Agreement shall should not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Chiron Corp)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a an agent, partner or joint venturer of any other Member for any purposes other than as the Managers may determineU.S. federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (Matrix Bancorp Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited Limited partnership) or joint venture, and that no Member shall or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than as the Managers may determinefederal and state tax purposes, and this Operating Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement (Ashton Houston Residential L.L.C.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determine, and this Agreement shall not be construed to suggest otherwise.that no

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Lower Road Associates LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership, limited partnership (including, without limitation, a limited partnership) or joint venture, and no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determine, venture and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement

No State-Law Partnership. The Member and the Special Members intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and no Member that neither the Member, the Special Members nor any Manager shall be a partner or joint venturer of the Member, the Special Members or any other Member Manager with respect to the business of the Company, for any purposes other than as the Managers may determinefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pp&l Transition Bond Co Inc)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determine, and by virtue of this Agreement and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Erie Shores Emergency Physicians, Inc.)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture, venture and that no Member shall be a an agent, partner or joint venturer of any other Member for any purposes other than as the Managers may determineU.S. federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Services International LLC)

No State-Law Partnership. The Members intend that the Company shall not constitute or be considered treated as a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager or officer of the Company shall be a partner or joint venturer of any other Member for any purposes other than as the Managers may determineMember, Manager or officer and this Agreement shall not be construed to suggest otherwisethe contrary.

Appears in 1 contract

Samples: Merger Agreement (Sprouts Farmers Markets, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer venture of any other Member for any purposes other than as the Managers may determine, and this Agreement shall may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Operating Agreement and by Laws (Manitowoc FSG Operations, LLC)

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a general partnership or a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer of any other Member or Manager with respect to the business of the Company, for any purposes other than as the Managers may determinepurpose, and this Agreement shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Scotia Pacific Co LLC)