Common use of Affiliate Interests and Transactions Clause in Contracts

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Except as identified on Section 3.22(a) of the Seller Disclosure Letter, no Related Party of the Company or any of its SubsidiariesSeller: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessBusiness; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its SubsidiariesBusiness; (iii) has or has had any business dealings or a financial interest in any transaction with the Company Business or with the Seller involving the Business or any of its Subsidiaries or involving any assets or property of the Company or any of its SubsidiariesPurchased Assets, other than business dealings or transactions conducted in the ordinary course Ordinary Course of business Business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, the Transition Services Agreement, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement, there are no Contracts by and between the Company or any of its SubsidiariesSeller, on the one hand, and any Related Party of the Company or any its SubsidiariesSeller, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries Business (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company Business will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ businessoperation thereof. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company Business or by the Seller in connection with the Business or involving any of its Subsidiaries toassets thereof, and neither the Company Business nor any of its Subsidiaries the Seller in connection with the Business is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any Seller. Since the date of its Subsidiaries. No Related Party has granted any guarantee the Balance Sheet, neither the Business nor the Seller in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries Business has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its SubsidiariesSeller, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Except as set forth on Schedule 5.21(a) of the Company Disclosure Schedule, and except for ownership (of record or as a beneficial owner) of less than one percent of the outstanding Capital Stock of any Person that is publicly traded on any national or foreign stock exchange, or over-the-counter market, no Related Party of the Company or any of its Subsidiaries: Subsidiaries to the Knowledge of the Company, (i) owns or has has, since January 1, 2006, owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor licensor of Intellectual Property or customer distributor of the Company or any of its Subsidiaries or their business; Subsidiaries, (ii) owns or has has, since January 1, 2006, owned, directly or indirectly, or has or has had any interest in any material property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; , (iii) has or has had since January 1, 2006, any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by derived, received, or was entitled to, any interest, incentive, or other form of benefit in connection with the Company Company’s or its Subsidiaries’ business, or any of its Subsidiaries. (b) Except for this Agreement, there are no the Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ businessis a party. (cb) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any Except as set forth on Schedule 5.21(b) of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance SheetsDisclosure Schedule, neither the Company nor any of its Subsidiaries has incurred any outstanding obligation or liability to, or entered into or agreed to enter into any agreement or transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions.

Affiliate Interests and Transactions. (a) No Except as set forth in Schedule 3.18 of the Disclosure Schedules, no Related Party of the Company or any of its Subsidiaries: (i) owns or has ownedowns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has ownedowns, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligationsSince August 31, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets2010, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Except as set forth in Schedule 3.18 of the Disclosure Schedules, no Related Party: (i) provides any Services to or pays any costs or expenses on behalf of the Company or any of its Subsidiaries; (ii) competes, directly or indirectly, with the Company or any of its Subsidiaries in any market currently served by the Company or its Subsidiaries; or (iii) has any claim or right against the Company or any of its Subsidiaries.

Affiliate Interests and Transactions. (a) No Related Party of the Seller or the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there . There are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Seller or the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company and its Subsidiaries will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ their business. (cb) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Seller or the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Seller or the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: Subsidiaries (other than Stockholders that are in the business of making investments): (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real Material Contract; or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any commercial transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or provided, however, that ownership of no more than one percent of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest” for purposes of subsection (iv) is or has been employed by i), and provided further that the Company or any and its Subsidiaries shall not be deemed Related Parties for purposes of its Subsidiariesthis Section 3.18. (b) Except for this Agreement, there There are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or material advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed current report on Form 8-K through the date of this Agreement or (ii) for which the Company or any of and its SubsidiariesSubsidiaries have no remaining liability, no Related Person: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company Corporation or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company Corporation or any of its Subsidiaries uses or has used in or pertaining to the business of the Company Corporation or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company Corporation or any of its Subsidiaries or involving any assets or property of the Company Corporation or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course Ordinary Course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company Corporation or any of its Subsidiaries.. Further, no Related Person (b) Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed current report on Form 8-K through the date of this Agreement or (ii) for this Agreement, which the Company and its Subsidiaries have no remaining liability: there are no Contracts by and between the Company Corporation or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its SubsidiariesPerson, on the other hand, pursuant to which such Related Party Person provides or receives any information, assets, properties, support or other services to or from the Company Corporation or any of its Subsidiaries (including Contracts contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed current report on Form 8-K through the date of this Agreement or (ii) for which the transactions contemplated by this Agreement, Company and its Subsidiaries have no remaining liability: there are no outstanding notes payable to, accounts receivable from or advances by the Company Corporation or any of its Subsidiaries to, and neither the Company Corporation nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligationsPerson. Since the respective dates of the Balance SheetsDecember 31, 2012, neither the Company Corporation nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party Person. (d) The matters disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed current report on Form 8-K through the date of this Agreement, could not reasonably be expected to have a Material Adverse Effect (either singly or when combined with other breaches of the Company or any of its Subsidiaries, other than the transactions contemplated by representations and warranties in this Agreement and the Ancillary AgreementsArticle III).

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) to the knowledge of the Company, owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessbusiness (other than solely by virtue of such Person’s ownership of less than 5% of the outstanding stock of publicly traded companies); (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or nor has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No , in each case other than for services rendered to the Company or any its Subsidiaries by such Related Party has granted any guarantee in connection with the performance of the Company’s his or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party her capacity as an employee of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreementas set forth in Schedule 3.18(b) of the Disclosure Schedule, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company and its Subsidiaries will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ their business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) owns or has ownedowns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessrespective businesses (other than Stockholders that are, or whose Affiliates are, in the business of making investments); (ii) owns or has ownedowns, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) is a party to any Contract with the Company or any of its Subsidiaries or has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings in their capacities as employees or transactions conducted directors in the ordinary course of business; provided, however, that (A) ownership of no more than 5% of the outstanding voting stock of a publicly traded entity or (B) ownership of portfolio companies in the ordinary course of business at prevailing market prices shall not be deemed to be an “interest” for purposes of subsection (i); and on prevailing market terms; or (C) the representations contained in this Section 3.18 are made to the Company’s knowledge with respect to the Related Parties described in clauses (iii) and (iv) is or has been employed by of the Company or any of its Subsidiariesdefinition thereof. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance SheetsSheet Date, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions.

Affiliate Interests and Transactions. (a) No Related Party of the Sellers or the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there . There are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Sellers or the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company and its Subsidiaries will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ their business. (cb) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Sellers or the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligationswhich are not Transaction Expenses. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Sellers or the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Other than as disclosed in Section 3.20(a) of the Seller Disclosure Schedules, to the Knowledge of Seller or the Company, no Related Party of Seller, the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any material interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreementas set forth in Section 3.20 of the Seller Disclosure Schedules, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and Seller or any Related Party of the Company or any its SubsidiariesSeller, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries hand (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters“Intercompany Arrangements”). Immediately upon Subsequent to the Closing, the Company and its Subsidiaries will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ businesstheir businesses. (c) Except for the transactions contemplated by this First Lien Credit Agreement and Second Lien Credit Agreement, there are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of Seller, the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligationsSince December 31, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets2012, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of Seller, the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No To the knowledge of the Company, no Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this AgreementStockholder Loans, there are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary AgreementsAgreements and the Company Stockholder Loans. (c) Schedule 3.19(c) of the Disclosure Schedules includes a complete and accurate list of all of the Company Stockholder Loans, showing the lender, outstanding principal amount, accrued interest and interest rate and all penalties, fees and other amounts payable thereunder. The total amount of accrued interest, penalties, fees and any other amounts payable with respect to the Company Stockholder Loans (besides principal) will not exceed $20,000 in the aggregate at the Effective Time. True and correct copies of all documents evidencing Company Stockholder Loans and all amendments thereto and waivers thereunder have been provided to the Acquiror.

Affiliate Interests and Transactions. (a) No Except as identified on Section 3.22(a) of the Seller Disclosure Letter, no Related Party of the Company or any of its SubsidiariesSeller: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessBusiness; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its SubsidiariesBusiness; (iii) has or has had any business dealings or a financial interest in any transaction with the Company Business or with the Seller involving the Business or any of its Subsidiaries or involving any assets or property of the Company or any of its SubsidiariesPurchased Assets, other than business dealings or transactions conducted in the ordinary course Ordinary Course of business Business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, the Transition Services Agreement, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement, there are no Contracts by and between the Company or any of its SubsidiariesSeller, on the one hand, and any Related Party of the Company or any its SubsidiariesSeller, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries Business (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company Business will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ businessoperation thereof. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company Business or by the Seller in connection with the Business or involving any of its Subsidiaries toassets thereof, and neither the Company Business nor any of its Subsidiaries the Seller in connection with the Business is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any Seller. Since the date of its Subsidiaries. No Related Party has granted any guarantee the Balance Sheet, neither the Business nor the Seller in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries Business has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its SubsidiariesSeller, other than the transactions contemplated by this Agreement and the Ancillary Agreements.. 36

Affiliate Interests and Transactions. (a) No Related Party of any of the Seller, the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there There are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and Seller or any Related Party of any of the Seller, the Company or any of its Subsidiaries, on the other hand, pursuant to which the Seller or such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.any

Affiliate Interests and Transactions. (a) No Other than as set forth in Schedule 3.18 of the Disclosure Schedules, no Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Except as set forth in Schedule 3.18 of the Disclosure Schedules, no Related Party of the Company or any of its Subsidiaries: (i) owns or has ownedowns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has ownedowns, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligationsSince October 31, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets2011, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements. (c) Except as set forth in Schedule 3.18 of the Disclosure Schedules, no Related Party: (i) provides any Services to or pays any costs or expenses on behalf of the Company or any of its Subsidiaries; (ii) competes, directly or indirectly, with the Company or any of its Subsidiaries in any market currently served by the Company or its Subsidiaries; or (iii) has any claim or right against the Company or any of its Subsidiaries.

Affiliate Interests and Transactions. (a) No Related Party of any of the Company Seller, the Companies or any of its their respective Subsidiaries: (i) to the knowledge of the Seller, owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company Companies or any of its their respective Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company Companies or any of its their respective Subsidiaries uses or has used in or pertaining to the business of the Company Companies or any of its their respective Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company Companies or any of its their respective Subsidiaries or involving any assets or property of the Company Companies or any of its their respective Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there There are no Contracts by and between the Company Companies or any of its their respective Subsidiaries, on the one hand, and any Related Party of any of the Company Seller, the Companies or any its of their respective Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company Companies or any of its their respective Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company Companies or any of its their respective Subsidiaries to, and neither none of the Company nor Companies or any of its their respective Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of any of the Company Seller, the Companies or any of its their respective Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Except as set forth in Schedule 3.23(a) of the Company Disclosure Schedule, no Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessbusiness or any Contract to which the Company is a party; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with Since the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any date of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) to the Company’s knowledge, owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their businessbusiness (other than solely by virtue of such Person’s ownership of less than 5% of the outstanding stock of publicly traded companies); (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; . Notwithstanding anything to the contrary in this Agreement, no disclosure shall be required under this Section 3.18(a) with respect to any portfolio company of a venture capital, private equity or (iv) is or has been employed by angel investor in the Company or any of its Subsidiariestheir Affiliates. (b) Except for this Agreement, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, in each case other than for services rendered to the transactions contemplated Company or any its Subsidiaries by this Agreement and such Related Party in his or her capacity as an employee of the Ancillary AgreementsCompany or any its Subsidiaries.

Affiliate Interests and Transactions. (a) No Except for ownership (of record or as a beneficial owner) of less than one percent of the outstanding Capital Stock or Share Capital of any Person that is publicly traded on any national or foreign stock exchange, or over-the-counter market, no Related Party of the Company or any of its Subsidiaries: Subsidiaries (i) as far as the Company is aware (without making any inquiries), owns or has has, since January 1, 2005, owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor licensor of Intellectual Property or customer distributor of the Company or any of its Subsidiaries or their business; Subsidiaries, (ii) owns or has has, since January 1, 2005, owned, directly or indirectly, or has or has had any interest in any material property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; , (iii) has or has had since January 1, 2005, any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by derived, received, or was entitled to, any interest, incentive, or other form of benefit in connection with the Company Company’s or its Subsidiaries’ business, or any of its Subsidiaries. (b) Except for this Agreement, there are no the Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its Subsidiaries, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ businessis a party. (cb) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any Except as set forth on Schedule 4.24(b) of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates of the Balance SheetsDisclosure Schedule, neither the Company nor any of its Subsidiaries has incurred any outstanding obligation or liability to, or entered into or agreed to enter into any agreement or transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary AgreementsTransactions.

Affiliate Interests and Transactions. (a) No Related Party Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed Current Report on Form 8-K or Quarterly Report on Form 10-Q through the date of this Agreement or (ii) for which the Company or any of and its SubsidiariesSubsidiaries have no remaining liability, no Related Person: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company Corporation or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company Corporation or any of its Subsidiaries uses or has used in or pertaining to the business of the Company Corporation or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company Corporation or any of its Subsidiaries or involving any assets or property of the Company Corporation or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course Ordinary Course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company Corporation or any of its Subsidiaries. (b) Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed Current Report on Form 8-K or Quarterly Report on Form 10-Q through the date of this Agreement or (ii) for this Agreement, which the Company and its Subsidiaries have no remaining liability: there are no Contracts by and between the Company Corporation or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any its SubsidiariesPerson, on the other hand, pursuant to which such Related Party Person provides or receives any information, assets, properties, support or other services to or from the Company Corporation or any of its Subsidiaries (including Contracts contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations of the Company’s and its Subsidiaries’ business. (c) Except (i) as disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed Current Report on Form 8-K or Quarterly Report on Form 10-Q through the date of this Agreement or (ii) for which the transactions contemplated by this Agreement, Company and its Subsidiaries have no remaining liability: there are no outstanding notes payable to, accounts receivable from or advances by the Company Corporation or any of its Subsidiaries to, and neither the Company Corporation nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligationsPerson. Since the respective dates of the Balance SheetsDecember 31, 2012, neither the Company Corporation nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party Person. (d) The matters disclosed in the Corporation’s most recently filed Schedule 14A, filed with the SEC on April 26, 2013, and any subsequently filed Current Report on Form 8-K or Quarterly Report on Form 10-Q through the date of this Agreement, could not reasonably be expected to have a Material Adverse Effect (either singly or when combined with other breaches of the Company or any of its Subsidiaries, other than the transactions contemplated by representations and warranties in this Agreement and the Ancillary AgreementsArticle III).

Affiliate Interests and Transactions. (a) No Except as set forth on Section 4.20(a) of the Disclosure Schedules: (i) no Related Party of the Company or any of its Subsidiaries: Subsidiaries (iexcluding Silver Lake Xxxxxxxx Fund, L.P. and any Affiliate thereof, any portfolio company of Elevation Partners and any portfolio company of FTV Capital) owns or has ownedowned at any time since January 1, 2014, directly or indirectly, any equity or other financial or voting interest in any competitorreseller, supplier, licensor, licensee, lessor, lessee, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their its business; (ii) no portfolio company of Elevation Partners or FTV Capital is a Top 30 Customer or Top 20 Supplier, (iii) no Related Party of the Company or any of its Subsidiaries (excluding Silver Lake Xxxxxxxx Fund, L.P. and any Affiliate thereof) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iiiiv) no Related Party of the Company or any of its Subsidiaries (excluding Silver Lake Xxxxxxxx Fund, L.P. and any Affiliate thereof) has or has had at any time since January 1, 2014 any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than (A) business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; arms’ length terms or (ivB) in such Related Party’s capacity as a director or officer of the Company or any of its Subsidiaries; and (v) no Related Party of the Company or any of its Subsidiaries is or has been at any time since January 1, 2014 employed by the Company or any of its Subsidiaries. Ownership of securities that are registered under the Securities Exchange Act of 5% or less of any class of such securities shall not be deemed to be a financial interest for purposes of this Section. (b) Except for this Agreementas set forth on Section 4.20(b) of the Disclosure Schedules, there are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and any Related Party of the Company or any of its Subsidiaries, on the other hand, pursuant to which excluding any such Contracts entered into in such Related Party provides Party’s capacity as a director or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology officer and other corporate overhead matters). Immediately upon Closing, the Company will possess all assets, properties and rights currently used in the conduct or operations listed on Section 4.20(a) of the Company’s and its Subsidiaries’ businessDisclosure Schedules. (c) Except for as set forth on Section 4.20(c) of the transactions contemplated by this AgreementDisclosure Schedules, there are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither none of the Company nor or any of its Subsidiaries is otherwise a debtor or creditor of, or nor has any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with Subsidiaries (other than liabilities or obligations owed to current directors or officers for the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance current service of such Related Party’s obligations. Since the respective dates of the Balance Sheets, neither the Company nor any of its Subsidiaries has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement and the Ancillary AgreementsPersons).

Affiliate Interests and Transactions. (a) No Related Party of a Seller Party or the Company or any of its SubsidiariesCompany: (i) owns or or, during the five years preceding the date of this Agreement, has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or or, during the five years preceding the date of this Agreement, has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its SubsidiariesCompany; (iii) has or or, during the five years preceding the date of this Agreement, has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its SubsidiariesCompany, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or or, during the five years preceding the date of this Agreement, has been employed by the Company or any of its SubsidiariesCompany. (b) Except for this AgreementAgreement and certain of the Ancillary Agreements, there are no Contracts by and between the Company or any of its SubsidiariesCompany, on the one hand, and any Related Party of a Seller Party or the Company or any its SubsidiariesCompany, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon subsequent to the Closing, the Company will possess own or have a valid lease or license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ business. (c) Except for as set forth on Schedule 3.19(c) of the transactions contemplated by this AgreementDisclosure Schedules, there are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is not otherwise a debtor or creditor of, or has and does not have any liability or other obligation of any nature to, any Related Party of the Company a Seller Party or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has not incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of a Seller Party or the Company or any of its SubsidiariesCompany, other than the transactions contemplated by this Agreement and the Ancillary Agreements.

Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its SubsidiariesCompany: (i) owns or has ownedowns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any its business (other than ownership or beneficial ownership of its Subsidiaries or their businesspublicly traded equity securities of an issuer constituting less than five percent (5%) of the outstanding shares of such issuer); (ii) owns or has ownedowns, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its SubsidiariesCompany; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its SubsidiariesCompany, other than business dealings or transactions conducted in the ordinary course Ordinary Course of business Business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its SubsidiariesCompany. (b) Except for this AgreementAgreement and as set forth on Schedule 3.18(b) of the Disclosure Schedules, there are no Contracts by and between the Company or any of its SubsidiariesCompany, on the one hand, and any Related Party of the Company or any its SubsidiariesCompany, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately upon Subsequent to the Closing, the Company will possess own or have a valid license to all assets, properties and rights currently used in the conduct or operations operation of the Company’s and its Subsidiaries’ business. (c) Except for the transactions contemplated by this Agreement, there There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is not otherwise a debtor or creditor of, or has and does not have any liability or other obligation of any nature to, any Related Party of the Company or any of its Subsidiaries. No Related Party has granted any guarantee in connection with the performance of the Company’s or any of its Subsidiaries’ obligations, or benefits from any guarantee granted by any of the Company and its Subsidiaries to secure the performance of such Related Party’s obligations. Since the respective dates date of the Balance SheetsSheet, neither the Company nor any of its Subsidiaries has not incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Company or any of its SubsidiariesCompany, other than the transactions contemplated by this Agreement and the Ancillary Agreements.