No Operations or Liabilities. Except as expressly contemplated or permitted by this Agreement or any ancillary agreement, each of the Company and its subsidiaries has not (a) engaged in any business operations or transactions, (b) entered into any contract or agreement or (c) incurred any liabilities.
No Operations or Liabilities. Parent and Acquisition Sub are each newly formed entities created solely for the purpose of entering into and consummating this Agreement and the other Transaction Agreements to which they are party, and except for this Agreement and the other Transaction Agreements to which they are party, neither Parent nor Acquisition Sub is party to any Contract, nor have either otherwise conducted any business or incurred any liability or obligation.
No Operations or Liabilities. (a) At the Closing, the sole assets of Holdings shall consist of the Terminal Assets. Holdings has not, and as of the Closing will not have, carried on any business or engaged in any activity, other than (i) its organization, and (ii) the preparation, negotiation and execution of the Transfer Documents and the transactions contemplated thereby. As of the Closing, and at all times prior to the Closing, Holdings shall (i) have no operations, (ii) have not generated any revenues. As of Closing, none of the Contributors nor any their respective affiliates shall have assigned or transferred to Holdings any Liabilities of any kind (other than Liabilities in respect of the Leases, but only to the extent that such Liabilities are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by the Contributors or Holdings on or prior to the Closing). For purposes of clarity, the Parties agree that nothing in this Section 3.12(a) shall (i) limit any obligation of any Party for the payment of Taxes as expressly set forth herein, or (ii) permit any Acquirer Indemnified Person to bring any claim under Section 8.2 with respect to Pre-Closing Environmental Liabilities or a breach of Section 3.10 or Section 3.11.
(b) As of the Closing, Holdings shall be classified as a disregarded entity for U.S. federal income tax purposes. As of the Closing, no election shall have been made under Treasury Regulations § 301.7701-3 or any similar Tax Law to treat Holdings as an association or corporation.
No Operations or Liabilities. Such Blocker Company was formed solely for the purpose of owning membership interests in S/T Group. Except for (a) obligations arising from the S/T Group Operating Agreement, (b) obligations arising under this Agreement, any Related Document and any other obligations, agreements or arrangements contemplated by this Agreement or any Related Document, and (c) the ownership of membership interests in S/T Group and having rights and obligations with respect to such ownership, such Blocker Company has not incurred any liabilities (other than income or franchise Taxes or other administrative expenses or Indebtedness for borrowed money, none of which will be outstanding immediately following the Closing or constitute continuing obligations of such Blocker Company following the Closing) or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
No Operations or Liabilities. Since its incorporation, the Target has not carried on any business, has had no operations, and has not generated any revenues. As at the date of this Agreement and as of the Closing, the Target has (i) no Liabilities other than obligations to pay professional fees and other expenses in connection with the Transaction, and (ii) no assets other than cash and its interest in the Target Subsidiary.
No Operations or Liabilities. The Company has been organized specifically to pursue the consolidation of companies in the Business and the IPO. At the date of this Agreement, the Company has conducted only limited operations and has no obligations or liabilities other than obligations for its organizational and other expenses included in the Budget, and obligations under (i) the Note, (ii) confidentiality agreements and letters of intent executed with potential sellers in Proposed Acquisitions, (iii) employment agreements with officers of the Company, (iv) indemnity agreements with officers and directors of the Company, (v) options outstanding under the Stock Option Plan, (vi) a verbal agreement to lease the Company's office facilities located in Park City, Utah, from P.O.P. Associates, L.C., (vii) obligations to pay professional fees and other expenses in connection with the IPO, (viii) agreements with officers of the Company relating to the purchases of shares of the Common Stock referred to in Section 2.2 above, and (ix) agreements with officers and promoters of the Company relating to the reimbursement of ordinary and necessary business expenses. True and correct copies of all of such written agreements have been delivered to Equus. At the date of this Agreement, except for this Agreement and the other agreements referred to in this Section 2.4, the Company is not a party to or bound by any contract, agreement or other commitment of any type other than commitments entered into in the ordinary course of business which are reflected in the Budget. The Company has delivered to Equus true and correct copies of all resolutions adopted by its directors or shareholders as of the date of this Agreement. At the date of this Agreement, except as set forth in such resolutions, no corporate action on the part of the Company has been taken by its Board of Directors or its shareholders.
