Absence of Claims; Business Relationships With Affiliates. Neither Seller nor any Affiliate thereof (other than the Transferred FH Companies and the Closing Subsidiaries) owns any Asset, property or right, tangible or intangible, used by the FH Business, has any claim or cause of action against the FH Business, the Transferred FH Companies or the Closing Subsidiaries, or is owed any payment or other obligation by the FH Business, the Transferred FH Companies or the Closing Subsidiaries other than (a) as provided in the Transaction Documents, (b) as set forth on Section 3.24 of Seller’s Disclosure Letter, (c) “cash sweep” practices, cash management systems, and intercompany borrowings consistent with past practices (including through dividends and capital contributions) that are eliminated either at or prior to Closing or as provided in Section 5.5(e) or (d) as would not, individually or in the aggregate, be material to the FH Business, taken as a whole.
Absence of Claims; Business Relationships With Affiliates. Neither any Related Party nor any Affiliate thereof owns any asset, property or right, tangible or intangible, used or useful in the Business, has any claim or cause of action against the Business, or is owed any payment or other obligation by the Business. Seller is not a party to any Contract, transaction, arrangement or course of dealing with any Related Party or Affiliate thereof (other than (A) offer letters for employment on an at-will basis, (B) customary consulting, confidentiality, assignment of inventions and/or noncompetition or other similar arrangements, (C) Contracts with EHC in such Person’s capacity as an optionholder or stockholder and (D) employee benefits generally made available to employees of Seller).
Absence of Claims; Business Relationships With Affiliates. Except as set forth on Section 3.4 of the Disclosure Schedule, neither Seller, nor any of its Affiliates or stockholders (a) owns any property or right, tangible or intangible, which is used in the Business, or (b) to Seller's knowledge, has any claim or cause of action against Seller in connection with the Business or any of the Purchased Assets.
Absence of Claims; Business Relationships With Affiliates. Except as set forth in Section 2.21 of the Disclosure Schedule, neither Founder nor any of the Members, any Affiliate of Founder or a Member or any member of the immediate family of Founder or a Member owns any asset, property or right, tangible or intangible, used by the Company, has any claim or cause of action against the Company, or is owed any payment or other obligation by the Company. Except as set forth in Section 2.21 of the Disclosure Schedule, other than standard employee benefits generally made available to all employees of the Company, the Company has not been a party to any contract, agreement, transaction, arrangement or course of dealing with Founder, a Member, any Affiliate of Founder or a Member or any member of the immediate family of Founder or a Member.
Absence of Claims; Business Relationships With Affiliates. Except as set forth in Schedule 4.26, no Affiliate of Dentsply as of Closing will have any claim or cause of action against the Buyer or the Business and there are no arrangements with any Affiliates related to the Business the discontinuance of which would have, individually or in the aggregate, a Material Adverse Effect.
Absence of Claims; Business Relationships With Affiliates. Except as set forth in Section 3.16 of the Disclosure Schedule, no director, officer or Affiliate of Seller (a) owns any property or right, tangible or intangible, which is used or held for use in the Business, (b) has any claim or cause of action against Seller related to the Business, or (c) owes any money to, or is owed any money by, Seller in connection with the Business. Section 3.16 of the Disclosure Schedule describes any transactions or relationships related to the Business between Seller and any of its directors, officers or Affiliates which occurred or have existed since the beginning of the time period covered by the Financial Statements.
Absence of Claims; Business Relationships With Affiliates. No member of Seller nor any other Affiliate of Seller owns any asset, property or right, tangible or intangible, used by the Business, has any claim or cause of action against the Business or the Acquired Assets, is party to any contract with, or is owed any payment or other obligation by, Seller (other than compensation and benefit arrangements for services as an officer, director or employee of Seller with respect to the Business or with respect to the ownership of membership interest of Seller).
Absence of Claims; Business Relationships With Affiliates. Except as set forth or provided for in the License Agreement, the Supply Agreement or in Section 2.20 of the Disclosure Schedule, none of the Continuing Members or Former Members, any Affiliate of a Continuing Member or Former Member or any member of the immediate family of a Continuing Member or Former Member owns any asset, property or right, tangible or intangible, used by the Company, has any claim or cause of action against the Company, or is owed any payment or other obligation by the Company. Except as set forth in Section 2.20 of the Disclosure Schedule, other than the New Operating Agreement and standard employee benefits generally made available to all employees of the Company, the Company has not been a party to any contract, agreement, transaction, arrangement or course of dealing with a Member, any Affiliate of a Member or any member of the immediate family of a Member.
Absence of Claims; Business Relationships With Affiliates. Except as set forth on Section 2.17 of the Disclosure Schedule, and excluding this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, neither any Related Party of the Company nor any Affiliate thereof, either directly or indirectly, Controls any asset, property or right, tangible or intangible, used or held for use by the Company, or to the Knowledge of the Company, has any claim or cause of action against the Company, or is owed any payment or other obligation by the Company, or is a party to any Contract with the Company or engaged in any transaction, arrangement or course of dealing with the Company (excluding this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby). No event has occurred, and no circumstance or condition exists, that has resulted in, or would reasonably be expected to result in, any claim by a service provider or manager of the Company for indemnification or advancement of expenses related thereto pursuant to (x) the terms of 39881135.1 ACTIVE/118012393.3 the Operating Agreement, (y) any indemnification agreement or other Contract between the Company and any such service provider or manager, or (z) any Applicable Law.
Absence of Claims; Business Relationships With Affiliates. (a) Except as listed in Section 3.27 of the Disclosure Schedule, neither any Stockholder nor any current or former Affiliate of the Company, or any current or former Affiliate of any such Person (collectively, the “Related Parties”), owns any asset, property or right, tangible or intangible, used by the Company or related to the Business, has any claim or cause of action against the Company, or is owed any payment or other obligation by the Company.
(b) Except as listed in Section 3.27 of the Disclosure Schedule, the Company has not been nor is a party to any Contract, transaction, arrangement or course of dealing with any Related Party other than on an arm’s length basis.
