Common use of Affiliate Interests and Transactions Clause in Contracts

Affiliate Interests and Transactions. (a) Except as set forth in Section 3.19(a) of the Disclosure Schedule, no Related Party of the Company (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 its 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 uses or has used in or pertaining to the business of the Company, or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or involving any assets or property of the Company, other than (x) business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms, (y) employment relationships with any Related Parties who are also employees of the Company or (z) former business dealings, transactions or ownership interests with respect to which the Company does not have any continuing liabilities or obligations. (b) Except as set forth in Section 3.19(b) of the Disclosure Schedule, there are no Contracts by and between the Company and any Related Party of the Company pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Company (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). (c) Except as set forth in Section 3.19(c) of the Disclosure Schedule, there are no outstanding notes payable to, accounts receivable from or advances by the Company to, and the Company is not otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company, other than liabilities or obligations arising out of or related to the employment of any Related Parties who are also employees of the Company. Since January 1, 2015, the Company 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, other than the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Since December 31, 2015, the Company has not resolved or made any distribution on the Shares.

Affiliate Interests and Transactions. (a) Except as set forth in Section 3.19(aSchedule 3.20(a) of the Disclosure ScheduleSchedules, no Related Party of the Seller or the Company or any of its Subsidiaries or, to the knowledge of the Seller, any Immediate Family of such Related Party: (i) owns or has owned, since April 1, 2014, directly or indirectly, any equity or other financial or voting interest in excess of 5% 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, since April 1, 2014, directly or indirectly, or has or has had had, since April 1, 2014, any interest in any material property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has has, since April 1, 2014, used in or pertaining to the business of the Company, Company or any of its Subsidiaries; (iii) has or has had any business dealings or had, since April 1, 2014, a material financial interest (x) in any transaction (other than employment relationships) with the Company or any of its Subsidiaries or (y) involving any assets or property of the CompanyCompany or any of its Subsidiaries; or (iv) is or has, other than (x) business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market termssince April 1, (y) employment relationships with any Related Parties who are also employees of 2014, been employed by the Company or (z) former business dealings, transactions or ownership interests with respect to which the Company does not have any continuing liabilities or obligationsof its Subsidiaries. (b) Except as set forth in Section 3.19(b) of for this Agreement, the Disclosure ScheduleAncillary Agreements and the Employment Agreements, 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 of its Subsidiaries or, to the knowledge of the Seller, any Immediate Family of such Related Party, on the other hand, pursuant to which such Related Party or such Immediate Family of 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). (c) Except as set forth in Section 3.19(c) of the Disclosure Schedule, 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 any liability or other obligation of any nature to, any Related Party of the CompanySeller or the Company or any of its Subsidiaries or, other than liabilities or obligations arising out of or related to the employment of any Related Parties who are also employees knowledge of the Company. Since January 1, 2015, the Company has not incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit ofSeller, any Immediate Family of such Related Party of the Company, other than the transactions contemplated by this Agreement and the Ancillary AgreementsParty. (d) Since December 31, 2015, the Company has not resolved or made any distribution on the Shares.

Affiliate Interests and Transactions. (a) Except as set forth in Section 3.19(a) of the Disclosure Schedule, no No Related Party of the Company Company: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any material competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or its 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 uses or has used in or pertaining to the business of the Company, ; or (iii) has or has had any business dealings or a financial interest in any transaction with the Company or involving any assets or property of the Company, other than (x) business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms. 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 4.18. Section 4.18(a) of the Disclosure Schedules sets forth for each officer of the Company, (y) employment relationships with any Related Parties who are also employees other employee, officer, individual engaged as an independent contractor or manager of the Company or (z) former business dealings, transactions or ownership interests with respect to which the Company does not have any continuing liabilities or obligationsthat is a Related Party of such officer. (b) Except as set forth in Section 3.19(b) of for this Agreement, the Disclosure ScheduleCompany Operating Agreement and the Plans, there are no Contracts by and between the Company Company, on the one hand, and any Related Party of the Company Company, 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 (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately following the Closing, the Company will own or have a valid license to all material assets, properties and rights currently used in the conduct or operation of its business. (c) Except as set forth in Section 3.19(c) of the Disclosure Schedule, there There are no outstanding notes payable to, accounts receivable receivables from or advances by the Company to, and the Company is not otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Company, other than liabilities or obligations arising out of or related to . Since the employment of any Related Parties who are also employees date of the Company. Since January 1, 2015Balance Sheet, the Company 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, other than the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Since December 31, 2015, the Company has not resolved or made any distribution on the Shares.

Affiliate Interests and Transactions. (a) Except as set forth in Section 3.19(a) of the Disclosure Schedule, no No Related Party of a Seller or the Company Company: (i) owns or or, since the Company’s inception, 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 its business, ; (ii) owns or or, since the Company’s inception, has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company uses or has used in or pertaining to the business of the Company, or ; (iii) has or or, since the Company’s inception, has had any business dealings or a financial interest in any transaction with the Company or involving any assets or property of the Company, other than (x) business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms, (y) employment relationships with any Related Parties who are also employees of the Company ; or (ziv) former business dealingsis or, transactions or ownership interests with respect to which since the Company does not have any continuing liabilities or obligationsCompany’s inception, has been employed by the Company. (b) Except as set forth in Section 3.19(b) for this Agreement and certain of the Disclosure ScheduleAncillary Agreements, there are no Contracts by and between the Company Company, on the one hand, and any Related Party of a Seller or the Company Company, 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 (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Immediately subsequent to the Closing, the Company will own or have a valid lease or license to all assets, properties and rights currently used in the conduct or operation of its business. (c) Except as set forth in Section on Schedule 3.19(c) of the Disclosure ScheduleSchedules, there are no outstanding notes payable to, accounts receivable from or advances by the Company to, and the Company 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, other than liabilities a Seller or obligations arising out of or related to the employment of any Related Parties who are also employees of the Company. Since January 1, 2015the date of the Balance Sheet, the Company 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 or the Company, other than the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Since December 31, 2015, the Company has not resolved or made any distribution on the Shares.