No Company. Company shall not and does not by this Agreement in any way or for any purpose become a partner of Consultant in the conduct of its business, or otherwise, or a joint venturer of or a member of a joint enterprise with Consultant, but rather Consultant is and shall, for all purposes of this Agreement, be deemed an “independent contractor” of Company.
No Company. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager as in association with or in partnership with the Company, and instead, this Agreement only shall constitute the Dealer Manager as a broker-dealer authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Memorandum or this Agreement.
No Company. (i) is or has ever been a member of an affiliated group (within the meaning of Section 1504(a) of the Code or similar group defined under any similar provision of state, local or non-U.S. Tax law) filing a consolidated, combined, unitary or aggregate group Tax return for any taxable period; or (ii) has any liability for the Taxes of any Person under Treasury Regulation 1.1502-6 (or any corresponding or similar provision of state, local or non- U.S. Tax law) as a transferee or successor, by Contract (other than a Contract entered into in the ordinary course of business, the principal subject matter of which is not the allocation, sharing or indemnification of Taxes), operation of law or otherwise.
No Company. Common Stock shares are reserved for issuance, other than the shares reserved for issuance under the Glacier Stock Plans, and Glacier has no shares of Glacier Preferred Stock reserved for issuance;
No Company. (A) has, in violation of applicable Environmental Laws, generated, handled, stored, transported, disposed, discharged or released any toxic or hazardous substance or waste, including any petroleum- derived substance or waste or any asbestos containing material, as defined in applicable Environmental Laws (a "HAZARDOUS SUBSTANCE"), or arranged for any of the foregoing for or on behalf of such Company, which violation is reasonably expected to result in a Material Adverse Effect;
(B) has received notice under any Environmental Laws of any violation, proceeding, investigation or lawsuit arising out of or related to the operation of the business of such Company or any claim for clean up costs, remedial work or damages in connection with the generation, handling, storage, transport, disposal, discharge or release of any Hazardous Substance, which notice has not been withdrawn, remediated or otherwise settled. The Seller has delivered to the Purchaser, or provided the Purchaser with access to, correct and complete copies of all environmental studies, reports, audits, or analyses in each Company's possession relating to the assets and properties owned or leased by such Company. The Purchaser acknowledges that it has been afforded the opportunity to conduct its own investigation with respect to all environmental matters under this Section 3.1(p) and that such studies, reports, audits and analyses are provided for information purposes only and that neither the Seller nor any Company makes any representation or warranty whatsoever with respect to such studies, reports, audits and analyses. The Purchaser acknowledges and agrees that the only representations and warranties of the Company herein as to any environmental matters are those contained in this Section 3.1(p).
No Company. (a) is insolvent or unable to pay its debts within the meaning of the Insolvency Xxx 0000; or
(b) has stopped paying its debts as they fall due;
No Company. Texas Sub or Georgia Sub Assets, Liabilities or Business. -------------------------------------------------------------------- Except for any rights and Liabilities that the Company, the Texas Sub and the Georgia Sub may have with respect to this Agreement and the Company's ownership of the capital stock of the Texas Sub and the Georgia Sub, neither the Company, the Texas Sub or the Georgia Sub has any Assets or Liabilities, nor has either the Company, the Texas Sub or the Georgia Sub conducted any Business other than in connection with the Transactions.
No Company. Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in good faith and with the belief that such action or omission is in, or not opposed to, the best interest of the Company and with respect to any criminal proceeding, had no reasonable cause to believe such conduct was illegal, so long as such action or omission does not constitute fraud, gross negligence or willful misconduct by such Covered Person.
No Company. Benefit Plan is a “multiemployer plan” (as defined in Sections 3(37) and 4001(a)(3) of ERISA) or a “multiple employer plan” within the meaning of Sections 4063/4064 of ERISA or Section 413(c) of the Code and neither the Company nor any ERISA Affiliate has sponsored or contributed to or been required to contribute to a “multiemployer plan” or “multiple employer plan.”
No Company. (i) has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Tax Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Tax Code;
(ii) filed a consent under Section 341(f) of the Tax Code; or
(iii) is liable for the Taxes of another Person (other than any of the Companies) (A) under Treasury Regulation Section 1.1502-6 (or comparable provisions of state, local or non-U.S. law), (B) as a transferee or successor, or (C) by contract or indemnity or otherwise.
