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. (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. 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. (a) is insolvent or unable to pay its debts within the meaning of the Insolvency Xxx 0000; or
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. 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. (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;
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 multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Company nor any Company ERISA Affiliate has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any Company ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Company or any Company ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code.
