No Company Sample Clauses

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. (i) holds or beneficially owns or has agreed to acquire any equity securities (except for Transact Europe Holdings which owns Transact Europe, and except for Transact Europe which owns Company for Development Smolyan Shares) of any other corporation (regardless of jurisdiction of incorporation). Transact Europe Holdings owns 100% of the shares in Transact Europe and these shares are fully paid-up, have been properly issued, there is no Lien on, over or affecting the shares or any of them and there is no agreement, arrangement or commitment to give or create any such Lien. Transact Europe owns 100% of the shares in Company for Development Smolyan and these shares are fully paid-up, have been properly issued, there is no Lien on, over or affecting the shares or any of them and there is no agreement, arrangement or commitment to give or create any such Lien; and (ii) has outside its jurisdiction of incorporation any branch or, so far as Sellers are aware, any permanent establishment.

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. Benefit Plan is a multi-employer pension plan as defined under the provisions of any applicable Legal Requirement, nor has the Company or any Company Subsidiary ever contributed to or been a participating employer under any such multi-employer pension plan.

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. (i) is required pursuant to contract or otherwise with any driver to segregate from its general funds monies collected for such driver or is otherwise restricted by any driver from use of those funds, except with respect to tax levies, garnishments and other amounts incurred in the ordinary course of business, including but not limited to advances to drivers and Independent Contractors and maintenance escrows; (ii) holds or is required to hold any portion of its accounts collected from any Person who is obligated on an account in respect of a driver’s services in trust for such driver; or (iii) has any fiduciary relationship or duty to any driver arising out of or in connection with any contract with any driver or the transactions contemplated thereby.

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.