Common use of Agreements and Transactions with Related Parties Clause in Contracts

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21, the Company is not, and since January 1, 2002 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 5 contracts

Samples: Investment Agreement (iPOINT USA CORP), Investment Agreement (iPOINT USA CORP), Investment Agreement (iPOINT USA CORP)

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Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.214.22, the and in employment arrangements with Company, Company is not, and since January 1, 2002 has not been, directly or indirectly a party to any material contract, agreement, or lease or transaction with, or any other commitment to, (a) a shareholderany party owning, or formerly owning, beneficially or of record, directly or indirectly, any of the shares of or other equity interest in Company, including the Shareholders, (b) any person related by blood, adoption or marriage to shareholderany such party, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least a five percent (5.0%) beneficial interest in the share capital stock or other type of equity interest in such corporation or other entitycorporation, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing foregoing, other than Company, being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth disclosed in Schedule 3.214.22, (a) no to Company's knowledge, none of the Related PartyParties, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 been used in the business Company's business, and none of the Company, and (b) no Related PartyParties, directly or indirectly, engages in or has any significant material interest in or connection with any business: business (ix) which is or which which, within the last two three (23) years years, has been a competitor, customer or supplier of, of Company or has done business with, the with Company, or (iiy) which as of the date hereof sells or distributes products or provides services which are similar or related to the any Company products or services of the Companyservices.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Imaging Technologies Corp/Ca), Stock Purchase Agreement (Greenland Corp)

Agreements and Transactions with Related Parties. Except as disclosed on the SEC Documents and Schedule 3.213.2, the Company is not, and since January July 1, 2002 2004 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January July 1, 2002 2004 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (iI) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 1 contract

Samples: Investment Agreement (Torrent Energy Corp)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21in the Disclosure Schedule, the Company Target is not, and since January 1, 2002 inception has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the CompanyTarget, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the Disclosure Schedule, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 2003 been used in the business of the CompanyTarget, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the CompanyTarget, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the CompanyTarget.

Appears in 1 contract

Samples: Investment Agreement (Sagamore Holdings Inc)

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.214.21, the Company USWA is not, and since January 1, 2002 the date of the USWA Balance Sheet has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (ai) a shareholder, (bii) any person related by blood, adoption or marriage to a shareholder, (ciii) any director or officer of the CompanyUSWA, (div) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (ev) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without Except as set forth on Schedule 4.21 and without limiting the generality of the foregoing, except as set forth in Schedule 3.21, (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 the date of the A1 Balance Sheet been used in the business of the CompanyUSWA, and (bB) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i1) which is or which within the last two (2) years which, since inception of USWA, has been a competitor, customer or supplier of, or has done business with, the CompanyUSWA, or (ii2) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the CompanyUSWA.

Appears in 1 contract

Samples: Stock Purchase Agreement (August Project I Corp)

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.212.25, the Company Seller is not, and since January 1, 2002 has not been, directly or indirectly a party to any contract, agreement, agreement or lease or transaction with, or any other commitment to, to (a) a shareholderany Person owning, or formerly owning, beneficially or of record, directly or indirectly, any of the capital stock of Seller, (b) any person related by blood, adoption or marriage to shareholderany such Person, (c) any director or officer of the CompanySeller, (d) any corporation or other entity Person in which any of the foregoing parties has, directly or indirectly, at least a five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entityPerson, or (e) any partnership in which any such party Person is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth disclosed in Schedule 3.212.25, (ai) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 been used in the business of the CompanySeller's Business, and (bii) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: business (ix) which is or which within the last two (2) three years has been a competitor, customer or supplier of, of Seller or has done business with, the Companywith Seller, or (iiy) which as of the date hereof sells or distributes products or provides services which are similar or related to substantially the same as Seller's products or services of the Companyservices.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Intermet Corp)

Agreements and Transactions with Related Parties. Except as disclosed on the SEC Documents and Schedule 3.213.2, the Company is not, and since January 1, 2002 _________ has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 __________ been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 1 contract

Samples: Investment Agreement (Smartire Systems Inc)

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.213.23, the Company A1 is not, and since January 1, 2002 the date of the A1 Balance Sheet has not been, a party to any material contract, agreement, lease or transaction with, or any other commitment to, (ai) a shareholderShareholder, (bii) any person related by blood, adoption or marriage to shareholdera Shareholder, (ciii) any director or officer of the CompanyA1, (div) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (ev) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without Except as set forth on Schedule 3.23 and without limiting the generality of the foregoing, except as set forth in Schedule 3.21, (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 the date of the A1 Balance Sheet been used in the business of the CompanyA1, and (bB) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i1) which is or which within the last two (2) years which, since inception of A1, has been a competitor, customer or supplier of, or has done business with, the CompanyA1, or (ii2) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the CompanyA1.

Appears in 1 contract

Samples: Stock Purchase Agreement (August Project I Corp)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21set forth in SCHEDULE 1.20, the Company is not, and since January 1, 2002 has not been, directly or indirectly a party to any contract, agreement, agreement or lease or transaction with, or any other commitment to, (a) a shareholderany Person owning, or formerly owning, beneficially or of record, directly or indirectly, any of the membership interests of or other equity interest in the Company, (b) any person related by blood, adoption or marriage to shareholderAffiliate of such Person, (c) any director or officer of the Company, (d) any corporation or other entity Person in which any of the foregoing parties Persons has, directly or indirectly, at least five a three percent (5.03.0%) beneficial interest in the capital stock membership interests or other type of equity interest in of such corporation or other entityPerson, or (e) any partnership in which any such party of the foregoing Persons is a general partner or has at least a limited partner having a five three percent (53.0%) or more beneficial interest therein (any or all of the foregoing being herein referred to herein as a "Related Party" and collectively as the "Related PartiesRELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21SCHEDULE 1.20, (ax) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 been used in the business of the Company's business, and (by) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: business (i) which is or which within the last two (2) three years has been a competitor, customer or supplier of, of the Company or has done business with, with the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the Company's products or services of the Companyservices.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Suburban Lodges of America Inc)

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Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.213.24, the Company Seller is not, and since January 1, 2002 has not been, directly or indirectly a party to any contract, agreement, or lease or transaction with, or any other commitment to, (a) a shareholderany party owning, or formerly owning, beneficially or of record, directly or indirectly, any of the shares of or other equity interest in Seller, (b) any person related by blood, adoption or marriage to shareholderany such party, (c) any director or officer of the CompanySeller, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least a five percent (5.0%) beneficial interest in the share capital stock or other type of equity interest in such corporation or other entitycorporation, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth disclosed in Schedule 3.213.24, (ai) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 been used in the business of the CompanySeller's Business, and (bii) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: business (iX) which is or which within the last two (2) three years has been a competitor, customer or supplier of, of Seller or has done business with, the Companywith Seller, or (iiY) which as of the date hereof sells or distributes products or provides services which are similar or related to the Seller's products or services of the Companyservices.

Appears in 1 contract

Samples: Asset Purchase Agreement (Versar Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21the SEC Documents, the Company is not, and since January 1, 2002 2003 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 2003 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 1 contract

Samples: Investment Agreement (Advanced Communications Technologies Inc)

Agreements and Transactions with Related Parties. Except as disclosed on the SEC Documents and Schedule 3.213.2, the Company is not, and since January February 1, 2002 2005 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January February 1, 2002 2005 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 1 contract

Samples: Investment Agreement (Smartire Systems Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21the SEC Documents, the Company is not, and since January 1, 2002 2003 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 2003 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company. 3.22.

Appears in 1 contract

Samples: Exchange Agreement (Advanced Communications Technologies Inc)

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21the SEC Documents, the Company is not, and since January 1, 2002 2006 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (a) a shareholder, (b) any person related by blood, adoption or marriage to shareholder, (c) any director or officer of the Company, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entity, or (e) any partnership in which any such party is a general partner or a limited partner having a five percent (5%) or more interest therein (any or all of the foregoing being herein referred to as a "Related Party" and collectively as the "Related Parties"). Without limiting the generality of the foregoing, except as set forth in Schedule 3.21the SEC Documents, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since January 1, 2002 2006 been used in the business of the Company, and (b) no Related Party, directly or indirectly, engages in or has any significant interest in or connection with any business: (i) which is or which within the last two (2) years has been a competitor, customer or supplier of, or has done business with, the Company, or (ii) which as of the date hereof sells or distributes products or provides services which are similar or related to the products or services of the Company.

Appears in 1 contract

Samples: Investment Agreement (Advanced Communications Technologies Inc)

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