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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, (and applicable state or local and local) 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. (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 or Officer shall be a partner or joint venturer of any other Member or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.072.7(a), 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 otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member Member, Assignee 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 Unitholders intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Unitholder be a partner or joint venturer of any other Member Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Members Unitholders intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax Tax purposes, and that each Member Unitholder and the Company shall file all tax Tax returns and shall otherwise take all tax 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Holder or Director be a partner or joint venturer of any other Member by virtue of this AgreementHolder or Director, for any purposes other than as set forth in the last sentence of this Section 2.07federal 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 Unless otherwise determined by the Tax Matters Member pursuant to Section 8.2(b), the Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that 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 Unitholders intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Unitholder be a partner or joint venturer of any other Member Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Members Unitholders intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or and local income tax Tax purposes, and that each Member Unitholder and the Company shall file all tax Tax returns and shall otherwise take all tax Tax and financial reporting positions in a manner consistent with such treatment.

No State-Law Partnership. The Members Unitholders intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Unitholder be a partner or joint venturer of any other Member Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Members Unitholders intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax Tax purposes, and that each Member Unitholder and the Company shall file all tax Tax returns and shall otherwise take all tax 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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. (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 or Officer shall be a partner or joint venturer of any other Member or Officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 2.072.8(a), 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 otherwisethe contrary. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, as of the date Yield first becomes a Member, and that each Member Member, Assignee 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 take any action inconsistent with such treatment.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitationbut not limited to, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, Agreement (except for any tax purposes other than as set forth in the last next succeeding sentence of this Section 2.072.6), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 Unitholders intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Unitholder be a partner or joint venturer of any other Member Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Members Unitholders intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member Unitholder and the Company shall file all tax Tax returns and shall otherwise take all tax 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 limitationbut not limited to, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, Agreement (except for any tax purposes other than as set forth in the last next succeeding sentence of this Section 2.072.7), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 of the Company shall be a partner or joint venturer of any other Member by virtue of this Agreementor officer, for any purposes other than as set forth in the last sentence of this Section 2.07federal, and neither if applicable, state and local income tax purposes, and 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 otherwisethe contrary. The Notwithstanding the immediately preceding sentence, the Members intend that the Company shall be treated as a partnership for U.S. federal income tax and, if applicable, state or and local income tax purposes, and that each Member and the Company shall file all tax returns returns, and shall otherwise take all tax and financial reporting positions 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 this 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal Federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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. ARTICLE III.

No State-Law Partnership. The Members intend It is the Board’s intent 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.5, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes purposes, other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that 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 tax 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.08, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as either an entity disregarded as separate from its owner or a partnership for U.S. federal and, if applicable, and all applicable state or and local 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 Member(s) 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07Member, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members As and to the extent permitted by the Code and the relevant Treasury Regulations, the Member(s) intend that the Company shall be treated as a partnership an entity disregarded as separate from the sole Member for U.S. federal and, if applicable, state or and local income tax purposes, and that each the sole 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 limitationbut not limited to, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, Agreement (except for any tax purposes other than as set forth in the last next succeeding sentence of this Section 2.072.8), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.8, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax Tax purposes, and that each Member and the Company shall file all tax Tax returns and shall otherwise take all tax 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section ‎Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 a partnership (including, without limitationbut not limited to, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, Agreement (except for any tax purposes other than as set forth in the last next succeeding sentence of this Section 2.072.7), and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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; provided, however, that the Manager may in its sole discretion change the tax treatment of the Company, including to be taxed as a corporation.

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 venture of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.9, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.071.10, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, in each case, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, (and applicable state or local and local) 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 Unitholders intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint venture, and that no Member Unitholder be a partner or joint venturer of any other Member Unitholder by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.7, and neither this Agreement nor any other document entered into by the Company or any Member Unitholder relating to the subject matter hereof shall be construed to suggest otherwise. The Members Unitholders intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member 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.

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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.070, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence two sentences of this Section 2.07, and neither 2.8. Neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof of this Agreement, including the Transaction Documents, shall be deemed or construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that 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.

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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.8, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or and local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.6, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.09, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The So long as the Company has more than one Member, the Members intend that the Company shall be treated as a partnership for U.S. federal and, if as applicable, state or and local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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. ARTICLE III.

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 or, in any jurisdiction in which a joint venture may be considered a partnership, a joint venture, and that no Member shall be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07federal 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 be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 Except for tax purposes as set forth in the next succeeding sentence of this Section 2.7, the Members intend that the Company not be a partnership (including, without limitationbut not limited to, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 Company and 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, (and applicable state or local and local) 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.071.8, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07SECTION 1.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence two sentences of this Section 2.07, and neither 2.8. Neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof of this Agreement, including the Transaction Documents, shall be deemed or construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that 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.

No State-Law Partnership. The Members intend that the Company LLC 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.071.6, and neither this Agreement nor any other document entered into by the Company LLC or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company LLC shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member and the Company LLC 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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.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 by virtue of this Agreementthese Regulations, for any purposes other than as set forth in the last sentence of this Section 2.072.08, and neither this Agreement these Regulations nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as either an entity disregarded as separate from its owner or a partnership for U.S. federal and, if applicable, and all applicable state or and local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.071.7, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.071.09, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or and local income tax purposes, and agree that each Member and the Company shall file all tax Tax returns and shall otherwise take all tax 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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.. US-DOCS\114008886.14

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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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.treatment.‌ ARTICLE III.‌

No State-Law Partnership. The Members intend It is intended that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member Holder or Director be a partner or joint venturer of any other Member by virtue of this AgreementHolder or Director, for any purposes other than as set forth in the last sentence of this Section 2.07federal 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 Unless otherwise determined by the Tax Matters Member pursuant to Section 8.2(b), the Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that 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 LLC 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.072.9, and neither this Agreement nor any other document entered into by the Company LLC or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company LLC shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member and the Company LLC 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 Member by virtue of this Agreementor Manager, for any purposes other than as set forth in the last sentence of this Section 2.07federal and, if applicable, state income tax purposes, and neither this Agreement nor any other document entered into by the Company or any Member or Manager relating to the subject matter hereof of this Agreement shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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 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 by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section LEGAL\41134311\10 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local 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.