Common use of No State-Law Partnership Clause in Contracts

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

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

No State-Law Partnership. The Members intend that the Company shall not be 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, for any purposes other than (if the Company has more than one Member) federal and, if applicable, and state income tax purposes, and this Agreement shall may not be construed or interpreted to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentcontrary.

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

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

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

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided in Article 8 with respect to U.S. federal income tax treatment (and other tax treatment therewith), the Company shall not be 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 federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Each Members intend intends that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other MemberMember by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership including for federal and, if applicable, state or local income tax purposes, and each neither this Agreement nor any other document entered into by the Company or any Member and relating to the subject matter hereof shall be construed to suggest otherwise. The Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

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

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 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 federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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

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

No State-Law Partnership. The Members intend that the Company not be deemed to be a partnership (including, without limitation, including a limited partnership) or joint venture, venture under the Act and that no Member be deemed to be a partner or joint venturer of any other Member, Member for any purposes other than federal and, if applicable, state applicable tax purposes, and this laws. This Agreement shall may not be construed to suggest otherwise. The Notwithstanding the foregoing, the Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided in Section 8.2 with respect to U.S. federal income tax treatment (and other tax treatment consistent therewith), the Company shall not be a state Law partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a state Law partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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 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 federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Except for Federal, and where applicable, state income tax purposes (as provided in Section 7.02 hereof) the Members intend that the Company not be a partnership (including, without limitation, treated as a limited liability company and not as a partnership) , limited partnership or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, venture and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. (a) The Members intend that the Company shall not be 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 purpose other than federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and local income tax purposes, and each 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.

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

No State-Law Partnership. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Member, Economic Owner or Officer shall be a partner or joint venturer of any other Member, Economic Owner or Officer, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state or other tax purposes, and neither this Agreement nor any other document entered into by the Company or any Member shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and other income tax purposes, and that each 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.

No State-Law Partnership. The Members intend that the Company not be treated as a partnership (includingonly for U.S. federal, without limitationstate, local and other tax purposes. The Company is not to be considered or treated as a limited partnership) partnership for any other purpose. No Member or joint venture, and that no Member Representative is to be considered or treated as a partner or joint venturer of (i) the Company; (ii) any other Member, for Member or (iii) any purposes other than federal and, if applicable, state tax purposes, Member Representative; and this LLC Agreement shall may not be construed to suggest otherwise. The Members intend that agree not to take any action inconsistent with the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and express intent of the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions parties in a manner consistent with such treatment.this Section. * Confidential treatment requested

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

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

No State-Law Partnership. The Members intend that the Company shall not be 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 MemberMember or officer by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposesas is set forth in the last sentence of this Section 2.08, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state income tax purposespurposes and under state tax laws, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in not elect to be treated as an association taxable as a manner consistent with such treatmentcorporation.

No State-Law Partnership. The Members intend that the Company (i) shall be taxed as a partnership for all applicable federal, state and local income tax purposes and (ii) shall not be a partnership (including, without limitation, a limited partnership) or joint ventureventure for any other purpose, and that no Member or any Manager shall, by virtue of this Agreement, be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentor Manager.

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

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

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

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other MemberMember by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposes, 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. The Members intend that Nothing in this Section 2.8 shall control with respect to the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and Tax treatment of the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatmentCompany.

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

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

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

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

No State-Law Partnership. The Members intend that the Company (a) shall be taxed as a partnership for all applicable federal, state and, to the extent applicable, local income tax purposes, and (b) shall not be a partnership (including, without limitation, a limited partnership) or joint ventureventure for any other purpose, and that no Member or any Director shall, by virtue of this Agreement, be a partner or joint venturer of any other MemberMember or Director. Except as otherwise specifically provided in Article 8, for none of the Company, any purposes Member or any Assignee shall make any election or take any other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent action inconsistent with such treatmentintent.

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

No State-Law Partnership. The Members intend that that: (a) the Company not be a common law partnership (including, without limitation, a limited partnership) or joint venture, ; and that no (b) the Company not create any agency or other relationship creating fiduciary or quasi-fiduciary duties of any Member be a partner to the Company or joint venturer of to any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The This Agreement shall not subject the Members intend to joint and several or vicarious liability or impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Member and Members or the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatmentCompany.

No State-Law Partnership. The Members intend that the Company shall not constitute or be 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 MemberMember or officer, for any purposes other than federal and, if applicablefederal, state and local income tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentcontrary.

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other MemberMember or Manager, for any purposes other than federal Federal and, if applicableto the extent permitted, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as produce a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentcontrary result.

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided in Article 8 with respect to U.S. federal income tax treatment (and other tax treatment therewith), the Company shall not be 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 federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Officer of the Company shall be a partner or joint venturer of any other MemberMember or Officer of the Company, for any purposes other than federal andpurposes; provided, if applicablehowever, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall continue to be treated classified as a partnership for U.S. federal and, if applicable, and applicable state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall not be 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 MemberMember or Officer by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposesas set forth in the last sentence of this Section 2.7, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicablefederal, state or local income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company and the relationship between the parties hereto not be constitute a partnership (including, without limitation, a limited partnership) or joint ventureventure or similar arrangement, and that no Member be a partner or joint venturer of any other MemberMember as a result of this Agreement, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend Member(s) intend(s) that for state law purposes the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, venture and that no Member be a partner or joint venturer of any other Member, Member for any purposes other than federal and, if applicable, state tax purposes, and this purpose. This Agreement shall may not be construed to suggest otherwise. The Members intend that ; though, for the avoidance of doubt, this Section 2.6 shall have no bearing on the classification of the Company shall be treated as a partnership for U.S. federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company be operated in a manner consistent with its treatment as a partnership for federal and state income tax purposes, but not be operated or treated as a partnership "partnership" (including, without limitation, a limited partnership) partnership or joint venture), and that no Member be a partner or joint venturer of with any other Member, for any purposes other than federal andpurpose, if applicable, state tax purposesincluding but not limited to Section 303 of the Federal Bankruptcy Code, and this Agreement shall not be construed to suggest otherwise. The No Member shall take any action inconsistent with the express intent of the Members intend that the Company shall be treated hereto as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentset forth herein.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other MemberMember by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposes, 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. The Members intend that the Company Nothing in this Section 1.10 shall be treated as a partnership for federal and, if applicable, state control with respect to income tax purposes, and each Member and treatment of the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatmentCompany.

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

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a an agent, partner or joint venturer venture of any other Member, for any purposes other than purpose except as required by federal and, if applicable, or state tax purposeslaws, and this Agreement shall not be construed to suggest otherwise. The Members intend that To avoid doubt, however, the Tax Matters Member shall make any applicable election to treat the Company shall be treated as a partnership for federal and, if applicable, Federal and state income tax purposes, purposes and each Member and of the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with Members hereby consent to any such treatmentelection.

No State-Law Partnership. The Members intend that the Company (a) shall be taxed as a partnership for all applicable federal and, to the extent applicable, state and local income tax purposes, and (b) shall not be a partnership (including, without limitation, a limited partnership) or joint ventureventure for any other purpose, and that no Member shall, by virtue of this Agreement, be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall not be 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 MemberMember or officer by virtue of this Agreement, for any purposes other than federal and, if applicable, state tax purposesas is set forth in the last sentence of this Section 3.08, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state income tax purposespurposes and under state tax laws, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in not elect to be treated as an association taxable as a manner consistent with such treatmentcorporation.

No State-Law Partnership. The Members intend that the Company shall not be 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 federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership corporation for federal and, if applicable, and state income tax purposes, and each 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.

No State-Law Partnership. The Except with respect to tax treatment as set forth in Section 2.10(a), the Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposesMember 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. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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

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

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

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

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

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

No State-Law Partnership. The Members intend that (a) the Company shall not be a partnership (including, without limitation, a limited partnership) or joint ventureventure other than for federal or state income tax purposes, and that (b) no Member or Manager shall be a partner or joint venturer of any other Member, Member or Manager as a result of this Agreement for any purposes other than federal and, if applicable, and state tax purposes, and (c) this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company not be 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 MemberMember or Manager, for any purposes other than federal and, if applicable, state applicable tax purposeslaws, and this Operating Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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

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 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 federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.870723.28-WILSR01A - MSW

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

No State-Law Partnership. The Members intend that the Company will be treated as a partnership for tax purposes in the event that the Company shall have more than one (1) member and that, in such event, each Member will be treated as a partner of a partnership for tax purposes, and that, for any purposes other than tax purposes, the Company will not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or a joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, Member and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership or a mining partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other MemberMember or Manager, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.#325596.v2 3

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

No State-Law Partnership. The Members intend that the Company shall not be 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, for any purposes other than (if the Company has more than one Member) federal and, if applicable, and state income tax purposes, and this Agreement shall may not be construed or interpreted to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal andWESTERN MIDSTREAM HOLDINGS, if applicable, state income tax purposes, and each 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.LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

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

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

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

No State-Law Partnership. The Members intend that the Company shall not be a partnership (including, without limitation, including a general or limited partnership) or joint venture, and that no Member be a partner or joint venturer venture by virtue of any other Memberthis Agreement, for any purposes purpose other than federal and, if applicable, state tax purposes, and neither this Agreement nor any other document entered into by the Company or any Member shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, Member for any purposes purpose other than federal and, if applicable, and state tax purposes, purposes and that this Agreement shall not be construed or interpreted to suggest otherwise. The Members intend that elect, however, to have the Company shall be treated taxed as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentpurposes only.

No State-Law Partnership. The Members intend that the Company shall not be 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 federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each Each 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. Neither the Company nor any Member shall make any elections or take any other actions inconsistent with such treatment.

No State-Law Partnership. The Members intend that the Company shall not be 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 federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and local income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall not be 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 federal and, if applicable, state and other applicable tax purposes, and this Agreement shall not be construed to suggest otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income and other applicable tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided in Section 8.2 with respect to U.S. Federal income tax treatment (and other tax treatment consistent therewith), the Company shall not be a state Law partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member shall be a state Law partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company not be treated as a partnership (includingonly for U.S. federal, without limitationstate, local and other tax purposes. The Company is not to be considered or treated as a limited partnership) or joint venturepartnership for any other purpose. Other than for tax purposes, and that no Member or Member Representative is to be considered or treated as a partner or joint venturer of (a) the Company; (b) any other Member, for ; or (c) any purposes other than federal and, if applicable, state tax purposesMember Representative, and this LLC Agreement shall may not be construed to suggest otherwise. The Members intend that agree not to take any action inconsistent with the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentexpress intent of this Section 2.6.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Board Member be a partner or joint joint-venturer of any other Member or Board Member, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that Except as otherwise required by the Company shall be treated as a partnership for federal andAct, if applicable, state income tax purposesother applicable Law, and each this Agreement, no 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 treatmenthave any fiduciary duty to any other Member.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other MemberMember or Manager, for any purposes other than federal Federal tax purposes and, if applicableto the extent permitted, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as produce a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentcontrary result.

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

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

No State-Law Partnership. The Members intend that the Company shall not be 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, Member or Manager with respect to the business of the Company or for any purposes other than federal and, if applicableU.S. federal, state and local tax purposes, and that this Agreement shall not be construed to suggest otherwise. The Members intend intend, however, that the Company shall be treated as a partnership for federal and, if applicableU.S. federal, state income and local tax purposes, and each 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.

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Member, Manager or Representative be a partner or joint venturer of any other Member, Manager or Representative for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.4.10

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other MemberMember or Manager, for any purposes other than federal and, if applicable, and state tax purposes, . It is intended that the Company will be considered a partnership for federal income tax purposes and the Members will be considered partners for federal income tax purposes only. No provision of this Agreement shall not be deemed or construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.:

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, venture and that no Member be a an agent, partner or joint venturer of any other Member, except for any tax purposes other than federal and, if applicable, state pursuant to tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentelections duly made.

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

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Board Member be a partner or joint venturer of any other Member or Board Member, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that Except as otherwise required by the Company shall be treated as a partnership for federal andAct, if applicable, state income tax purposesother applicable Law, and each this Agreement, no 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 treatmenthave any fiduciary duty to any other Member.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.. 2.8

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitationpartnership, a limited partnership) , or joint ajoint venture, and that no Member or Manager be a partner or joint venturer of any ofany other MemberMember or Manager, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. The Members intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Officer shall be a partner or joint venturer of any other MemberMember or Officer, for any purposes other than federal income and, if applicable, state income or franchise, or other local or foreign tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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 treatmentcontrary.

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

No State-Law Partnership. The Members intend that the Company shall be a limited liability company and, except as provided in Section 8.2 with respect to U.S. Federal income tax treatment (and other tax treatment consistent therewith), the Company shall not be a state Law partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.be

No State-Law Partnership. The Members intend that the Company is not and will not be a partnership (including, without limitation, including a limited partnership) or joint ventureventure under state Law (even though the Company will be treated as a partnership under U.S. federal income tax Law). Accordingly, and that pursuant to this Agreement or otherwise in connection with the Company, no Member is or will be a partner or joint venturer of any other Member, Member for any purposes purpose (other than federal and, if applicable, state applicable tax purposesLaw), and this Agreement shall may not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.

No State-Law Partnership. It is the intent of the Members that this Company shall be treated as a partnership for U.S. federal, state and local income tax purposes. The Members do not intend that for the Company not to be a partnership (including, without limitation, including a limited partnership) or joint ventureventure under any other state or federal Law, and that no neither a person appointed to the Committee as a Committee Member nor the Operator shall be a partner or joint venturer of any other Member, Committee Member or the Operator by reason of this Agreement for any purposes other than under applicable federal and, if applicable, and state tax purposesLaws, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state income tax purposes, and each 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.