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 or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise.

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

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 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.

No State-Law Partnership. The If at any time the Company has more than one Member, 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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, Federal and state income tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal andtax purposes under the Code and any state, if applicable, state municipal or other income tax purposeslaw or regulation, and this Agreement shall may not be construed to suggest otherwise.

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, venture for state law purposes and that no neither the Member or nor any Manager be a partner or joint venturer of any other the Member or Manager, any Manager for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any the other Member or ManagerMember, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 be is a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal andincome, if applicableand applicable state and local, state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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

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 or ManagerMember, as it relates to the Company 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.

No State-Law Partnership. The Members do not intend that for the Company not to 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 Member by reason of this Agreement or Manager, any of the Investment Documents for any purposes purpose other than federal and, if applicable, for United States Federal and state income tax purposes, and this Agreement shall not be construed interpreted to suggest provide otherwise.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, including a limited partnership) or joint ventureventure and that, and that with respect to the Company's business, no Member or Manager be a partner or joint venturer of any other 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.

No State-Law Partnership. The Members 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 or ManagerMember, if applicable, for any purposes other than federal and, if applicable, and state income tax purposes, and that this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal andincome, if applicableand applicable state and local, state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 Manager be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, state applicable tax purposeslaws, and this Agreement shall may not be construed to suggest otherwise.

No State-Law Partnership. The Members intend that the Company shall not be considered a partnership (including, without limitation, a limited partnership) or joint venture. In the event there is more than one member of the Company (each, and that a “Member”), no Member or Manager shall be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwise.. 1.7

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 Director be a partner or joint venturer of the Company or any other Member or ManagerDirector, for any purposes other than federal and, if applicable, state applicable tax purposeslaws, and this Agreement shall may not be construed to suggest otherwise.

No State-Law Partnership. The Members intend that the Company not be a partnership under applicable state law (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 or Manager, for any purposes other than federal and, if applicable, state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 or any other Member or Managermanager, for any purposes other purpose other than the federal and, if applicable, and state tax purposes, and this Operating Agreement shall may not be construed to suggest otherwisefor any other purpose.

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

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

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, and state tax purposes, and this the Agreement shall may not be construed to suggest otherwise.suggest

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 or Manager be a an agent, partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicable, Federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, 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 to suggest otherwise.

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 the Manager be a partner or joint venturer of any other Member or the 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.

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 or Manager, for any purposes other than federal and, if applicablefederal, state and local tax purposes, and this Agreement no agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, state applicable tax purposesLaws, and this Agreement shall not be construed to suggest otherwise.

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

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 venturee of any other Member or of 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.

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 Manager be a partner or joint venturer of any other Member or Manager(assuming, at such time, that there is more than one Member in the Company), for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 or Manager, for any purposes other than federal and, if applicable, state tax purposes(except as provided in Section 11.1), and this Agreement shall may not be construed to suggest otherwise.

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 or Manager, for any purposes other than federal and, if applicable, state tax purposes, and this except as provided in Section 1.11. This Agreement shall may not be construed to suggest otherwise.

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

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 or ManagerMember, for any purposes other than federal and, if applicablefederal, state and local tax purposespurposes (as provided in Section 9.9), and this Agreement shall not be construed to suggest otherwise.

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 Director be a partner of or in a joint venturer of venture with any other Member or ManagerDirector, for any purposes other than federal and, if applicable, Federal and state and local income tax purposes, and this Agreement shall not be construed to suggest otherwiseproduce a contrary result.

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 or ManagerMember, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall may not be construed to suggest otherwise. This Section 2.7, however, does not prohibit a Member, in his or its individual or independent capacity, from being associated with another Member in another partnership, venture or entity.

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 an agent, partner or joint venturer of any other Member or ManagerMember, for any purposes purpose other than federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, 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.”

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 be a an agent, partner or joint venturer venture, of any other Member or Manager, for any purposes other than federal and, if applicablefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicable, state applicable tax purposeslaws, and this Agreement shall may not be construed to suggest otherwise.

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 or ManagerMember, for any purposes other than federal and, if applicable, state applicable tax purposeslaws (as provided in Section 7.8(a)), and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicablefederal, state and local tax purposes, purposes (as provided in Section 9.8) and this Agreement shall not be construed to suggest otherwise.

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 be a an agent, partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, state for tax purposes, and this Agreement shall not be construed to suggest otherwise.

No State-Law Partnership. The For any purposes other than federal and state tax purposes, 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 or Manager, for any purposes other than federal and, if applicable, state tax purposesMember, and this Agreement shall may not be construed to suggest otherwise.

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

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than U.S. federal and, if applicable, or state tax Tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 or Manager, for any purposes other than for federal and, if applicable, and state tax purposes, and this Agreement shall these Regulations may not be construed to suggest otherwise.

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 or Manager be a partner or joint venturer of any other Member or Manageras a result of being Members, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a an agent, partner or joint venturer of any other Member or Manager, for any purposes other than federal and, if applicablefederal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, 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.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, and state tax and accounting purposes, and this Agreement shall may not be construed to suggest otherwise.

No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and intend that no Member or Manager be a partner or joint venturer of any other Member or Manager, 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.

No State-Law Partnership. The Members intend that At any time when the Company shall have more than one Member the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager shall be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, and state tax purposes, and this Agreement shall not be construed to suggest otherwiseproduce a contrary result.

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

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 or Manager, for any purposes other than federal and, if applicable, and state tax purposes, and this Operating Agreement shall may not be construed to suggest otherwise. This Section 2.7 shall not, however, prohibit the Company from becoming a partner or joint venturer of a partnership or joint venture with one or more other Persons.

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 or ManagerMember, for any purposes other than federal and, if applicable, income and state income tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member or ManagerMember, for any purposes other than federal and, if applicable, or state tax Tax purposes, and this Agreement shall may not be construed to suggest otherwise.

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 be a partner or joint venturer of any other Member 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.

No State-Law Partnership. 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 state or federal Law, and that no neither a Member or nor Manager shall be deemed a partner or joint venturer of any other Member or Manager, Manager by reason of this Agreement for any purposes purposes, in each case, other than under applicable federal and, if applicable, and state tax purposesTax Laws as provided in Section 10.1, and this Agreement shall not be construed to suggest otherwise, it being the intent of the Members that no Member have joint and several liability or vicarious liability for the obligations of any other Member or the Company.