Common use of No State-Law Partnership Clause in Contracts

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall be a partner or joint venturer of any other Unitholder, Representative or Officer by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (NTK Holdings, Inc.), Limited Liability Company Agreement (Michael Foods Inc/New)

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No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative Manager or Officer shall be a partner or joint venturer of any other Unitholder, Representative Manager or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.7, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.), Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.), Limited Liability Company Agreement (21st Century Oncology Holdings, Inc.)

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative Unitholder or Officer shall be a partner or joint venturer of any other Unitholder, Representative Unitholder or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.72.8, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Jones Energy, Inc.), Limited Liability Company Agreement (Tallgrass Energy GP, LP), Limited Liability Company Agreement (Kelso GP VIII, LLC)

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall be a partner or joint venturer of any other Unitholder, Representative or Officer by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.72.8, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Mg Waldbaum Co), Limited Liability Company Agreement (Mg Waldbaum Co), Limited Liability Company Agreement (Mg Waldbaum Co)

No State-Law Partnership. The Unitholders Members intend that the Company shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no Unitholder, Representative Member or Officer shall be a partner or joint venturer of any other Unitholder, Representative Member or Officer by virtue of this AgreementOfficer, for any purposes other than as set forth in the last sentence of this Section 2.7federal income and, if applicable, state income or franchise tax purposes, and this Agreement shall not be construed to the contrary. The Unitholders Members intend that the Company shall be treated as a partnership for federal income tax purposes and, if applicable, state income or local income franchise tax purposes, and each Unitholder Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Exopack Holding Corp), Limited Liability Company Agreement (Exopack Advanced Coatings, LLC), Limited Liability Company Agreement (Exopack Advanced Coatings, LLC)

No State-Law Partnership. The Unitholders Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative Member or Officer shall be a partner or joint venturer of any other Unitholder, Representative Member or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.72.8, and this Agreement shall not be construed to the contrary. The Unitholders Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 3 contracts

Samples: Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.)

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall be a partner or joint venturer of any other Unitholder, Representative or Officer by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section SECTION 2.7, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Mg Waldbaum Co), Limited Liability Company Agreement (Mg Waldbaum Co)

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall Unitholder be a partner or joint venturer venture of any other Unitholder, Representative or Officer Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7immediately following sentence, and neither this Agreement nor any document entered into by the Company or any Unitholder shall not be construed to the contrarysuggest otherwise. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and the Company and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 2 contracts

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

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No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall be a partner or joint venturer of any other Unitholder, Representative or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.7, and this Agreement shall not be construed to the contrary. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vestar Capital Partners v L P)

No State-Law Partnership. The Unitholders intend that (a) the Company shall is not be a partnership (including a limited partnership) or joint venture, and that (b) no Unitholder, Representative or Officer shall be Unitholder is a partner or joint venturer of any other Unitholder, Representative or Officer Unitholder by virtue of this Agreement, Agreement for any purposes other than as set forth in the last sentence of this Section 2.7purpose, and (c) neither this Agreement shall not nor any other document entered into by the Company or any Unitholder relating to the subject matter hereof will be construed to the contrary. The Unitholders intend that suggest otherwise, and (d) the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and each Unitholder holder of Units and the Company shall will file all tax returns Tax Returns and shall otherwise take all tax Tax and financial reporting positions in a manner consistent with such treatment.

Appears in 1 contract

Samples: Subscription Agreement (B. Riley Financial, Inc.)

No State-Law Partnership. The Unitholders intend that the Company shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no Unitholder, Representative or Officer shall Unitholder be a partner or joint venturer of any other Unitholder, Representative or Officer Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7immediately following sentence, and neither this Agreement shall not nor any document entered into by the Company or any Unitholder will be construed to the contrarysuggest otherwise. The Unitholders intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes, and the Company and each Unitholder and the Company shall will file all tax returns and shall will otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TELUS International (Cda) Inc.)

No State-Law Partnership. The Unitholders Members intend that the Company shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no UnitholderMember, Representative Manager or Officer officer of the Company shall be deemed to be a partner or joint venturer of any other UnitholderMember, Representative Manager or Officer officer of the Company by virtue reason of execution, delivery or performance of this Agreement, for any purposes other than as set forth in the last next sentence of this Section 2.7, and this Agreement shall not be construed to the contrary1.8. The Unitholders Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or and local income tax purposes, and each Unitholder Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Caliburn International Corp)

No State-Law Partnership. The Unitholders Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Unitholder, Representative Member or Officer shall be a partner or joint venturer of any other Unitholder, Representative Member or Officer by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.7following sentence, and this Agreement shall not be construed to the contrary. The Unitholders Members intend that that, effective as of the date of the Contribution (as defined in the Contribution Agreement), the Company shall be treated as a partnership for federal and, if applicablefederal, state or local income tax purposes, and each Unitholder Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Charter Communications, Inc. /Mo/)

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