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

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Disclosure Schedule 4.19 or in connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4A, no officer, director or shareholder of Seller or any of its Subsidiaries: (i) owes money to Seller or any of its Subsidiaries; (ii) has any claim against Seller or any of its Subsidiaries; (iii) has any interest in any property or assets used by Seller or any of its Subsidiaries in its or their business; or (iv) has any agreement with Seller or any of its Subsidiaries that is not terminable by Seller or any of its Subsidiaries without penalty or notice. The Shareholders hereby waive, to the fullest extent of applicable Laws, any and all such claims, agreements, benefits and rights to any and all of the above which they ever had or may now have against Seller (with the sole exception of Shareholders' rights under the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agents. (b) Since January 1, 1993, neither Seller, any of its Subsidiaries, nor any of its or their directors, officers, agents, affiliates or employees, nor any other person acting on behalf of Seller or its Subsidiaries has (a) 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 Seller or its Subsidiaries, (b) used any corporate funds for contributions, payments, gifts or entertainment, or made any

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Disclosure Schedule 4.19 4.16 or in ------------------------------- connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4Abusiness, no present or former officer, director or shareholder of Seller or any of its the Seller Subsidiaries: (i) owes money to Seller or any of its the Seller Subsidiaries; (ii) has any claim against Seller or any of its the Seller Subsidiaries; (iii) has any interest in any property or assets used by Seller or any of its the Seller Subsidiaries in its or their business; or; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated herein; (v) has any agreement with Seller or any of its the Seller Subsidiaries that is not terminable by Seller or any of its the Seller Subsidiaries without penalty or notice. The Shareholders hereby waive; (vi) has any agreement providing severance benefits or other benefits, to which are conditioned upon a change of control after the fullest extent termination of applicable Lawsemployment of such employee regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any and all such claims, agreements, benefits and rights to any and all of the above benefits of which they ever had will be increased, vested or may now have against Seller (with accelerated by the sole exception occurrence of Shareholders' rights under any of the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agentstransactions contemplated by this Agreement. (b) Since January 1, 1993, neither Neither Seller, any of its the Seller Subsidiaries, nor any of its or their directors, officers, agents, affiliates or employees, nor any other person acting on behalf of Seller or its the Seller Subsidiaries has (ai) 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 Seller or its the Seller Subsidiaries, (bii) used any corporate funds for contributions, payments, gifts or entertainment, or made anyany 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 Seller or the Seller Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Synquest Disclosure Schedule 4.19 4.17 or in connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4Abusiness, no officer, director present or shareholder former Affiliate or stockholder of Seller Synquest or any of its the Synquest Subsidiaries: (i) owes money to Seller Synquest or any of its the Synquest Subsidiaries; (ii) has any claim (as defined in Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Seller Synquest or any of its the Synquest Subsidiaries; (iii) has any interest in any property or assets used by Seller Synquest or any of its the Synquest Subsidiaries in its or their business; or; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated in this Agreement; (v) has any agreement with Seller Synquest or any of its the Synquest Subsidiaries that is not terminable by Seller Synquest or any of its the Synquest Subsidiaries without penalty or notice. The Shareholders hereby waive; (vi) has any agreement providing severance benefits or other benefits, to which are conditioned upon the fullest extent termination of applicable Lawsemployment after a change of control regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any and all such claims, agreements, benefits and rights to any and all of the above benefits of which they ever had will be increased, vested or may now have against Seller (with accelerated by the sole exception occurrence of Shareholders' rights under any of the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agentstransactions contemplated by this Agreement. (b) Since January 1, 1993, neither Seller, any of its SubsidiariesNeither Synquest, nor any of its or the Synquest Subsidiaries, nor to Synquest’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other person Person acting on behalf of Seller Synquest or its Subsidiaries the Synquest Subsidiaries, has (ai) 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 Seller Synquest or its the Synquest Subsidiaries, (bii) used any corporate funds for contributions, payments, gifts or entertainment, or made anyany 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 Synquest or the Synquest Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Viewlocity Disclosure Schedule 4.19 3.17 or in connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4Abusiness, no officer, director present or shareholder former Affiliate or stockholder of Seller Viewlocity or any of its the Viewlocity Subsidiaries: (i) owes money to Seller Viewlocity or any of its the Viewlocity Subsidiaries; (ii) has any claim (as defined in Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Seller Viewlocity or any of its the Viewlocity Subsidiaries; (iii) has any interest in any property or assets used by Seller Viewlocity or any of its the Viewlocity Subsidiaries in its or their business; or; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated in this Agreement; (v) has any agreement with Seller Viewlocity or any of its the Viewlocity Subsidiaries that is not terminable by Seller Viewlocity or any of its the Viewlocity Subsidiaries without penalty or notice. The Shareholders hereby waive; (vi) has any agreement providing severance benefits or other benefits, to which are conditioned upon termination of employment after a change of control regardless of the fullest extent reason for such termination of applicable Lawsemployment; or (vii) has any agreement or plan, any and all such claims, agreements, benefits and rights to any and all of the above benefits of which they ever had will be increased, vested or may now have against Seller (with accelerated by the sole exception occurrence of Shareholders' rights under any of the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agentstransactions contemplated by this Agreement. (b) Since January 1, 1993, neither Seller, any of its SubsidiariesNeither Viewlocity, nor any of its or the Viewlocity Subsidiaries, nor to Viewlocity’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other person Person acting on behalf of Seller Viewlocity or its Subsidiaries the Viewlocity Subsidiaries, has (ai) 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 Seller Viewlocity or its the Viewlocity Subsidiaries, (bii) used any corporate funds for contributions, payments, gifts or entertainment, or made anyany 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 Viewlocity or the Viewlocity Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller SynQuest Disclosure Schedule 4.19 4.17 or in connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4Abusiness, no officer, director present or shareholder former Affiliate or stockholder of Seller SynQuest or any of its the SynQuest Subsidiaries: (i) owes money to Seller SynQuest or any of its the SynQuest Subsidiaries; (ii) has any claim (as defined in Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Seller SynQuest or any of its the SynQuest Subsidiaries; (iii) has any interest in any property or assets used by Seller SynQuest or any of its the SynQuest Subsidiaries in its or their business; or; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated in this Agreement; (v) has any agreement with Seller SynQuest or any of its the SynQuest Subsidiaries that is not terminable by Seller SynQuest or any of its the SynQuest Subsidiaries without penalty or notice. The Shareholders hereby waive; (vi) has any agreement providing severance benefits or other benefits, to which are conditioned upon termination of employment after a change of control regardless of the fullest extent reason for such termination of applicable Lawsemployment; or (vii) has any agreement or plan, any and all such claims, agreements, benefits and rights to any and all of the above benefits of which they ever had will be increased, vested or may now have against Seller (with accelerated by the sole exception occurrence of Shareholders' rights under any of the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agentstransactions contemplated by this Agreement. (b) Since January 1, 1993, neither Seller, any of its SubsidiariesNeither SynQuest, nor any of its or the SynQuest Subsidiaries, nor to SynQuest’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other person Person acting on behalf of Seller SynQuest or its Subsidiaries the SynQuest Subsidiaries, has (ai) 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 Seller SynQuest or its the SynQuest Subsidiaries, (bii) used any corporate funds for contributions, payments, gifts or entertainment, or made anyany 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 SynQuest or the SynQuest Subsidiaries.