Common use of Absence of Certain Agreements and Practices Clause in Contracts

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a) or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the Company: (i) owes money to the Company; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) against the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claim; (iii) has any interest in any material property or assets used by the Company in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase Agreements, other than as stated herein; (v) has any agreement with the Company that is not terminable by the Company without penalty or notice; (vi) has any agreement providing severance benefits or other benefits after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase Agreements. (b) Neither the Company nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the Company, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a) 4.19 or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director Affiliate or shareholder Stockholder of Company or the CompanyCompany Subsidiary: (i) owes money to Company or the CompanyCompany Subsidiary; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Company or the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claimSubsidiary; (iii) has any interest in any material property or assets used by Company or the Company Subsidiary in its their business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated hereinin this Agreement; (v) has any agreement with Company or the Company Subsidiary that is not terminable by Company or the Company Subsidiary without penalty or notice; (vi) has any agreement providing severance benefits or other benefits benefits, which are conditioned upon a change of control after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither Company, the Company Subsidiary, nor any of its their directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders Company Subsidiary, has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of Company or the CompanyCompany Subsidiary, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures expenditures, relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.or

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a-------------------------------------------------- 5.19 (a) or in ----------------------------------- connection with customary transactions in the ordinary course of ---- business, no present or former officer, director or shareholder of the Company: (i) owes money to the Company; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) against the Company or, to the Company's and the ShareholdersMembers' Knowledge, has any basis for any such claim; (iii) has any interest in any material property or assets used by the Company in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase Agreements, other than as stated herein; (v) has any agreement with the Company that is not terminable by the Company without penalty or notice; (vi) has any agreement providing severance benefits or other benefits after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase Agreements. (b) Neither the Company nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders Members has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the Company, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a) or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the Company: (i) owes money to the Company; (ii) has made any claim (as defined in Xxxxxxx Sectxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Xxxkruptcy Code) against the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claim; (iii) has any interest in any material property or assets used by the Company in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated herein; (v) has any agreement with the Company that is not terminable by the Company without penalty or notice; (vi) has any agreement providing severance benefits or other benefits after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither the Company nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the Company, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Seller Disclosure Schedule 5.19(a) 4.16 or in ----------------------------------- ------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the CompanySeller: (i) owes money to the CompanySeller; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) against the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claimSeller; (iii) has any interest in any material property or assets used by the Company Seller in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated herein; (v) has any agreement with the Company Seller that is not terminable by the Company Seller without penalty or notice; (vi) has any agreement providing severance benefits or other benefits benefits, which are conditioned upon a change of control after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither the Company Seller nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders Seller has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the CompanySeller, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the CompanySeller.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a5.17(a) or in ----------------------------------- connection with customary transactions in the ordinary course of business, the Companies represent and warrant that no present or former officer, director or 5% or greater shareholder of the Company:either Netzee or CMB (but only to Companies' Knowledge with respect to former officers, members or managers of CMB): (i) owes money to either Netzee or CMB with respect to the CompanyBusiness; (ii) has made any claim (as defined in Xxxxxxx Secxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Xxnkruptcy Code) against the Company Companies relating to or affecting the Assets, or the Business or, to the Company's and the ShareholdersCompanies' Knowledge, has any basis for any such claim; (iii) has any interest in any material property or assets used by the Company Companies in its businessthe Business; (iv) except as contemplated by this Agreement and the other Purchase Agreements, has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase Agreements, other than as stated herein; (v) has any agreement with the Company Companies relating to the Assets or the Business that is not terminable by the Company Purchaser without penalty or notice; (vi) has any agreement relating to the Business providing severance benefits or other benefits after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase Agreements. (b) Neither With respect to the Company Business, to the Knowledge of the Companies, neither CMB nor Netzee, nor any of its their directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company CMB or the Shareholders Netzee has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the CompanyBusiness, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of Business or the CompanyAssets. (c) Notwithstanding anything in this Section 5.17 to the contrary, neither Netzee nor CMB makes any representation in Section 5.17 with respect to any acts or transactions that occurred prior to September 3, 1999.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a) 3.17 or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director Affiliate or shareholder of the CompanyCompany or any Subsidiaries: (i) owes money to the CompanyCompany or any Subsidiary; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against the Company or, to the Company's and the Shareholders' Knowledge, has or any basis for any such claimSubsidiary; (iii) has any interest in any material property or assets used by the Company or any Subsidiary in its their business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated hereinin this Agreement; (v) has any agreement with the Company or any Subsidiary that is not terminable by the Company or any Subsidiary without penalty or notice; (vi) has any agreement providing severance benefits or other benefits after benefits, which are conditioned upon the termination of employment of such employee (before or after a change in control) of control regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither the Company Company, nor any of its the Subsidiaries, nor to the Company’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other person Person acting on behalf of the Company or the Shareholders Subsidiaries, has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the CompanyCompany or the Subsidiaries, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures expenditures, relating to political activities to government officials or others in violation of any applicable Laws Applicable Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the CompanyCompany or the Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Seller Disclosure Schedule 5.19(a) 4.16 ------------------------------- or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the CompanySeller: (i) owes money to the CompanySeller; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) against the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claimSeller; (iii) has any interest in any material property or assets used by the Company Seller in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated herein; (v) has any agreement with the Company Seller that is not terminable by the Company Seller without penalty or notice; (vi) has any agreement providing severance benefits or other benefits benefits, which are conditioned upon a change of control after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither the Company Seller nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders Seller has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the CompanySeller, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the CompanySeller.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.19(a) or in ----------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the Company: (i) owes money to the Company; (ii) has made any claim (as defined in Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code) against the Company or, to the Company's and the Shareholders' Knowledge, has any basis for any such claim; (iii) has any interest in any material property or assets used by the Company in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement, other than as stated herein; (v) has any agreement with the Company that is not terminable by the Company without penalty or notice; (vi) has any agreement providing severance benefits or other benefits after the termination of employment of such employee (before or after a change in control) regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement and the other Purchase AgreementsAgreement. (b) Neither the Company nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of the Company or the Shareholders DCI has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of the Company, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of the Company.