Common use of No State-Law Partnership Clause in Contracts

No State-Law Partnership. It is intended that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than federal, state, local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Cheniere Energy Partners, L.P.), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC), Limited Liability Company Agreement (Cheniere Energy Partners LP Holdings, LLC)

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No State-Law Partnership. It is intended that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member (nor the Purchaser) shall be a partner or joint venturer of any other party for any purposes other than federal, state, local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 4 contracts

Samples: Unit Purchase Agreement (Cheniere Energy Partners, L.P.), Limited Liability Company Agreement, Limited Liability Company Agreement (Cheniere Energy Partners, L.P.)

No State-Law Partnership. It is intended The Members have formed the Company under the Delaware Act, and intend that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner of, or a joint venturer of with, any other party Member for any purposes purpose, other than federal, state, local for United States federal and foreign income state tax purposes, and that this Agreement may shall not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Great Plains Energy Inc), Limited Liability Company Agreement (Great Plains Energy Inc), Limited Liability Company Agreement (Great Plains Energy Inc)

No State-Law Partnership. It is intended the intent that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member shall the Members not be a partner or joint venturer of any other party for any purposes other than federal, state, local federal and foreign income state tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 3 contracts

Samples: Contribution Agreement (Oge Energy Corp.), Contribution Agreement (Energy Transfer Partners, L.P.), Contribution Agreement (Energy Transfer Equity, L.P.)

No State-Law Partnership. It is intended The Members intend that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than federal, state, local federal and foreign income state tax purposes, and this Agreement may shall not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Mid-Con Energy Partners, LP), Limited Liability Company Agreement

No State-Law Partnership. It is intended that the Company shall be The parties to this Agreement agree to form a limited liability company formed and do not intend to form a partnership under the Applicable Laws laws of the State of Delaware and or any other laws; provided, however, that, to the extent permitted by U.S. or other applicable law, the Company shall not be treated as a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than U.S. federal, state, state and local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Radio One Distribution Holdings, LLC), Limited Liability Company Operating Agreement (Radio One Distribution Holdings, LLC)

No State-Law Partnership. It is intended The Members have formed the Company under the Delaware Act, and intend that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no Member or other Unit holder shall be a partner of, or a joint venturer of with, any other party Member or other Unit holder for any purposes purpose, other than federal, state, local for United States federal and foreign income state tax purposes, and that this LLC Agreement may shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Great Plains Energy Inc)

No State-Law Partnership. It is intended that the Company shall be The Members agree to form a limited liability company formed under and intend that the Applicable Laws of the State of Delaware and shall Company not be a partnership (including a limited partnership) or joint venture, venture under the laws of the State of Delaware or any other laws and that no Member shall be a partner or joint venturer venture of any other party Member for any purposes other than purpose; provided, however, that to the extent permitted by applicable law, the Company shall be treated as a partnership for federal, state, state and local and foreign income tax purposes, and this . This Agreement may shall not be construed to suggest otherwisein any manner that is inconsistent with the foregoing.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Translink Management Development Corp)

No State-Law Partnership. It is intended that the Company shall be The Members have agreed to form and have formed a limited liability company formed and do not intend to form a partnership under the Applicable Laws laws of the State of Delaware and or any other laws; provided, however, that, to the extent permitted by United States or other applicable law, the Company shall not be treated as a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than United States federal, state, state and local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Penske Automotive Group, Inc.)

No State-Law Partnership. It is intended The Members agree to form a limited ------------------------ liability company and intend that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, venture under the laws of the State of Delaware or any other laws and that no Member shall be a partner or joint venturer venture of any other party Member for any purposes other than purpose; provided, however, that to the extent permitted by applicable law, the Company shall be treated as a partnership for federal, state, state and local and foreign income tax purposes, and this . This Agreement may shall not be construed to suggest otherwisein any manner that is inconsistent with the foregoing.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Entergy Corp /De/)

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No State-Law Partnership. It is intended the intent that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) partnership or a joint venture, and that no Member shall be a partner or joint venturer of any other party ) for any purposes other than federal, state, local U.S. federal and foreign income state tax purposes, purposes and this Agreement may not be construed to suggest otherwiseotherwise and that the Members shall not be partners or joint venturers of any other Member.

Appears in 1 contract

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

No State-Law Partnership. It is intended The Members have formed the Company under the Delaware Act, and intend that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner of, or a joint venturer of with, any other party Member for any purposes purpose, other than federal, state, local for United States federal and foreign income state tax purposes, and that this LLC Agreement may shall not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Great Plains Energy Inc)

No State-Law Partnership. It is intended The Members intend that the Company shall be a Delaware limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer of any other party Member or Manager for any purposes other than federal, state, local federal and foreign income state tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fulcrum Bioenergy Inc)

No State-Law Partnership. It is intended The Members intend that the Company shall be a Delaware limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer venture of any other party Member or Manager for any purposes other than federal, state, local federal and foreign income state tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fulcrum Bioenergy Inc)

No State-Law Partnership. It is intended that the Company shall be a limited liability company formed under the Applicable Laws of the State of Delaware and shall not be a partnership (including a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other party for any purposes other than federal, state, local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.

Appears in 1 contract

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

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