ABSENCE OF RELATED PARTY TRANSACTIONS Sample Clauses

ABSENCE OF RELATED PARTY TRANSACTIONS. Except as disclosed on Exhibit 3.11, neither IMG, nor any officer, director or affiliate of IMG, has any material direct or indirect financial or economic interest in any competitor or supplier of IMG. IMG is not a party to any transaction or proposed transaction, including without limitation the leasing of property, the purchase or sale of materials or goods (except with respect to IMG's service business) or the furnishing of its services (except as employees of the IMG), with IMG, or any Affiliate of IMG, including (without limitation) any family member of a shareholder of IMG; and IMG has not directly or indirectly entered into any agreement or commitment which could result in IMG becoming obligated to provide funds in respect of or to assume any obligation of any such affiliated person or entity. Except as set forth on Exhibit 3.11, there are no debts owing to IMG by, or any contractual agreements or understandings between IMG and, any shareholder, director or officer of IMG, any member of their respective families, or any affiliate or associate of any of the foregoing individuals, as the term "affiliate" is defined for purposes of the Securities Act of 1933 and the rules and regulations thereunder, and none of the foregoing individuals or any affiliate or associate of them owns any property or rights, tangible or intangible (other than an equitable interest), used in or related to IMG's business. IMG is not indebted to any shareholder, officer, director or employee of IMG, or to any member of their respective families, or to any affiliate or associate of any of the foregoing individuals, in any amount whatsoever, other than for payment of salaries and compensation for services actually rendered to IMG in the ordinary course of their businesses.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Except as disclosed on Exhibit 3.8, neither CCS, nor any officer or director of CCS, has any material direct or indirect financial or economic interest in any competitor or supplier of CCS. Except as disclosed on Exhibit 3.8, all transactions involving CCS and its officers and directors and greater than 5% shareholders have been disclosed in CCS's SEC Reports in accordance with the rules and regulations promulgated under the Exchange Act, and said Exhibit lists all such transactions.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Except as disclosed on Exhibit 3.10, neither WMM, nor any officer, director or Affiliate of WMM, has any material direct or indirect financial or economic interest in any competitor or supplier of WMM. WMM is not a party to any transaction or proposed transaction, including without limitation the leasing of property, the purchase or sale of materials or goods (except with respect to WMM's service business) or the furnishing of its services (except as employees of the WMM), to any Affiliate of WMM, including (without limitation) any family member of a shareholder of WMM; and WMM has not directly or indirectly entered into any agreement or commitment which could result in WMM's becoming obligated to provide funds in respect of or to assume any obligation of any such affiliated person or entity. Except as set forth on Exhibit 3.10 or as reflected in the WMM Financial Statements, there are no debts owing to WMM by, or any contractual agreements or understandings between WMM and, any shareholder, director or officer of WMM, any member of their respective families, or any Affiliate of any of the foregoing individuals, and none of the foregoing individuals or any Affiliate of them owns any property or rights, tangible or intangible (other than an equitable interest), used in or related to WMM's business. WMM is not indebted to any shareholder, officer, director or employee of WMM, or to any member of their respective families, or to any Affiliate of any of the foregoing individuals, in any amount whatsoever, other than for payment of salaries and compensation for services actually rendered to WMM in the ordinary course of their businesses.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Except as disclosed on Exhibit 3.9, neither HealthAmerica, nor any officer, director or affiliate of HealthAmerica, has any material direct or indirect financial or economic interest in any competitor or supplier of HealthAmerica. HealthAmerica is not a party to any transaction or proposed transaction, including without limitation the leasing of property, the purchase or sale of materials or goods (except with respect to HealthAmerica's service business) or the furnishing of its services (except as employees of the HealthAmerica), with HealthAmerica, or any Affiliate of HealthAmerica, including (without limitation) any family member of a shareholder of HealthAmerica; and HealthAmerica has not directly or indirectly entered into any agreement or commitment which could result in HealthAmerica becoming obligated to provide funds in respect of or to assume any obligation of any such affiliated person or entity. Except as set forth on Exhibit 3.9, there are no debts owing to HealthAmerica by, or any contractual agreements or understandings between HealthAmerica and, any shareholder, director or officer of HealthAmerica, any member of their respective families, or any affiliate or associate of any of the foregoing individuals, as the term "affiliate" is defined for purposes of the Securities Act of 1933 and the rules and regulations thereunder, and none of the foregoing individuals or any affiliate or associate of them owns any property or rights, tangible or intangible (other than an equitable interest), used in or related to HealthAmerica's business. HealthAmerica is not indebted to any shareholder, officer, director or employee of HealthAmerica, or to any member of their respective families, or to any affiliate or associate of any of the foregoing individuals, in any amount whatsoever, other than for payment of salaries and compensation for services actually rendered to HealthAmerica in the ordinary course of their businesses.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Prior to the Closing, any contracts or other financial interest which may exist between either Sellers and the Company or between the Company and any officer, director or affiliate of the Company shall have been terminated, except as set forth in Exhibit 3.11.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Except as set forth in Section 5.21 of the Disclosure Letter, no Related Person (a) owes any amount to Seller, (b) is involved in any business arrangement or other relationship with Seller (whether written or oral), (c) owns any property or right, tangible or intangible, that is used by Seller, (d) has any claim or cause of action against Seller, or (e) owns any direct or indirect interest of any kind in, or controls or is an employee, officer, director, stockholder, manager, member or partner of, or consultant to, or lender to or borrower from, or has the right to participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of Seller. Seller does not owe any amount to, and has not committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person.
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ABSENCE OF RELATED PARTY TRANSACTIONS. Except as disclosed on Exhibit 3.10, neither KDC, nor any officer, director or affiliate of KDC, has any material direct or indirect financial or economic interest in any competitor or supplier of KDC. KDC is not a party to any transaction or proposed transaction, including without limitation the leasing of property, the purchase or sale of materials or goods (except with respect to KDC's service business) or the furnishing of its services (except as employees of the KDC), with KDC, or any Affiliate of KDC, including (without limitation) any family member of a shareholder of KDC; and KDC has not directly or indirectly entered into any agreement or commitment which could result in KDC becoming obligated to provide funds in respect of or to assume any obligation of any such affiliated person or entity. Except as set forth on Exhibit 3.10, there are no debts owing to KDC by, or any contractual agreements or understandings between KDC and, any shareholder, director or officer of KDC, any member of their respective families, or any affiliate or associate of any of the foregoing individuals, as the term "affiliate" is defined for purposes of the Securities Act of 1933 and the rules and regulations thereunder, and none of the foregoing individuals or any affiliate or associate of them owns any property or rights, tangible or intangible (other than an equitable interest), used in or related to KDC's business. KDC is not indebted to any shareholder, officer, director or employee of KDC, or to any member of their respective families, or to any affiliate or associate of any of the foregoing individuals, in any amount whatsoever, other than for payment of salaries and compensation for services actually rendered to KDC in the ordinary course of their businesses except as disclosed on Exhibit 3.10.
Sample 1
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Related to ABSENCE OF RELATED PARTY TRANSACTIONS

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Interested Party Transactions 26 2.19 Insurance............................................................... 26

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

  • Certain Business Relationships With Affiliates No Affiliate of the Company (a) owns any property or right, tangible or intangible, which is used in the business of the Company, (b) has any claim or cause of action against the Company, (c) owes any money to, or is owed any money by, the Company or (d) is a party to any contract or other arrangement (written or oral) with the Company.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Reportable Transactions Neither Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

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