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, neither the Company nor any Subsidiary is, and since the date of the Company Balance Sheet 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 or any Subsidiary, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5%) 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 on Schedule 3.21, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet been used in the business of the Company or any Subsidiary 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 any Subsidiary 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 or any Subsidiary.

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.213.21 or in the SEC Reports, neither the Company nor any Subsidiary is, and since the date of the Company Balance Sheet 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 or any Subsidiary, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (5%) 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 on Schedule 3.21, (a) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet been used in the business of the Company or any Subsidiary 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 any Subsidiary 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 or any Subsidiary.

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.21, neither the Company nor any Subsidiary is4.22, and since the date of the in employment arrangements with Company, Company Balance Sheet has is 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 or any SubsidiaryCompany, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least a five percent (55.0%) 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 on 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 the date of the Company Balance Sheet been used in the business Company's business, and none of the Company or any Subsidiary 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 withwith Company, the Company or any Subsidiary 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 Company or any Subsidiaryservices.

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21------------------------------------------------ set forth in SCHEDULE 3.25, neither the Company nor any Subsidiary is, and since the date of the Company Balance Sheet has not been, is 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 shares of or other equity interest in Company or any Subsidiary, (b) any person related by blood, adoption or marriage to shareholderAffiliate (as defined in ARTICLE 7) of such a Person, (c) any director or officer of the Company or any Subsidiary, (d) any corporation or other entity Person in which any of the foregoing parties Persons has, directly or indirectly, at least five percent (a 5%) % beneficial interest in the capital stock 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 percent (5%) 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 Parties”"RELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth on Schedule 3.21SCHEDULE 3.25, (ax) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet been used in the business of the Company or any Subsidiary Company's Business, and (by) no Related Party, directly or indirectly, engages in or has any significant interest in or in 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 Company or any Subsidiary or has done business with, the with Company or any Subsidiary Subsidiary, 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 or any Subsidiarythe Subsidiaries.

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21set forth in SCHEDULE 3.23, neither the Company nor any Subsidiary isShengtai is not, and since the date of the Company Shengtai Balance Sheet has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (ai) a shareholderthe Original Shareholders, (bii) any person related by blood, adoption or marriage to shareholderthe Original Shareholders, (ciii) any director or officer of the Company or any SubsidiaryShengtai, (div) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (55.0%) 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 limiting the generality of the foregoing, except as set forth on Schedule 3.21in SCHEDULE 3.23, (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Shengtai Balance Sheet been used in the business of the Company or any Subsidiary Shengtai, 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 Shengtai, has been a competitor, customer or supplier of, or has done business with, the Company or any Subsidiary Shengtai, 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 Company or any SubsidiaryShengtai.

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.213.23, neither the Company nor any Subsidiary isDNA Sciences is not, and since the date of the Company DNA Sciences Balance Sheet has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (ai) a shareholderShareholder, (bii) any person related by blood, adoption or marriage to shareholderShareholder, (ciii) any director or officer of the Company or any SubsidiaryDNA Sciences, (div) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (55.0%) 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 limiting the generality of the foregoing, except as set forth on in Schedule 3.213.23, (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company DNA Sciences Balance Sheet been used in the business of the Company or any Subsidiary DNA Sciences, 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 DNA Sciences, has been a competitor, customer or supplier of, or has done business with, the Company or any Subsidiary DNA Sciences, 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 Company or any SubsidiaryDNA Sciences.

Agreements and Transactions with Related Parties. Except as disclosed on Schedule 3.21set forth in the Disclosure Memorandum or as contemplated by this Agreement, neither the Company nor any Subsidiary is, and since the date of the Company Balance Sheet has is not been, directly or indirectly a party to any contract, agreement, agreement or lease or transaction with, or subject to any other obligation to repay any debt to or honor any other commitment to, (a) a shareholderany party owning, or formerly owning, beneficially or of record, directly or indirectly, any the Shares of or other equity interest in the Company, (b) any person related by blood, adoption or marriage to shareholderAffiliate of such party, (c) any director director, officer or officer key employee of the Company or any SubsidiaryCompany, (d) any corporation or other entity Person in which any of the foregoing parties has, directly or indirectly, at least a five percent (5%) beneficial interest in the capital stock or other type of equity interest in of such corporation or other entityPerson, 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 herein as a “Related Party” and collectively as the “"Related Parties”"). Without limiting the generality of the foregoing, except as set forth on Schedule 3.21, (ax) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet been used in the business of the Company or any Subsidiary Company's business, and (by) no Related Party, directly or indirectly, engages engaged in or has any significant interest in or in 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 withwith the Company, the Company or any Subsidiary 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 services. As of the Effective Time any loans or other advances made by the Shareholders, including, without limitation, any such set forth in the Disclosure Memorandum, will have been canceled or repaid and no obligations of any nature will be owing from the Company or any Subsidiaryto the Shareholders.

Agreements and Transactions with Related Parties. Except as disclosed on described in Schedule 3.214.20, neither the no Company nor any Subsidiary is, and or since the date of the Company Balance Sheet January 1, 2002 has not been, a party to any contract, agreement, lease or transaction with, or any other commitment to, (ai) a shareholderany Shareholder, (bii) any person related by blood, adoption or marriage to shareholderany such Shareholder, (ciii) any director or officer of the Company or any Subsidiarya Company, (div) any corporation or other entity in which any of the foregoing parties has, so far as the Shareholders are aware, directly or indirectly, at least five percent (55.0%) beneficial interest in the capital stock or other type of equity interest in such corporation or other entitycorporation, or (ev) any partnership in which any such party is is, so far as the Shareholders are aware, 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, so far as the Shareholders are aware and except as set forth on disclosed in Schedule 3.21, 4.21: (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet January 1, 2002 been used in the business Business of the Company or any Subsidiary Companies, and (bB) no Related Party, directly or indirectly, engages in or has any significant interest in or in 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, any of the Company or any Subsidiary Companies, 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 any of the Company or any SubsidiaryCompanies.

Agreements and Transactions with Related Parties. Except as disclosed on set forth in Schedule 3.214.21, neither the Company nor any Subsidiary isUSWA is not, and since the date of the Company 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 Company or any SubsidiaryUSWA, (div) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least five percent (55.0%) 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 on Schedule 3.21, (aA) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company A1 Balance Sheet been used in the business of the Company or any Subsidiary USWA, 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 Company or any Subsidiary USWA, 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 Company or any SubsidiaryUSWA.

Agreements and Transactions with Related Parties. Except as disclosed on ------------------------------------------------ set forth in Schedule 3.21, neither the Company nor any Subsidiary is, and since the date 3.25 of the Company Balance Sheet has Disclosure Memorandum, Seller is not been, directly or indirectly a party to any contract, contract or 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 Company or any SubsidiarySeller, (d) any corporation or other entity in which any of the foregoing parties has, directly or indirectly, at least a five percent (55.0%) 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”"RELATED PARTIES"). Without limiting the generality of the foregoing, except as set forth on --------------- disclosed in Schedule 3.213.25 of the Disclosure Memorandum, (ai) no Related Party, directly or indirectly, owns or controls any assets or properties which are or have since the date of the Company Balance Sheet been used in the business of the Company or any Subsidiary Seller'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 withwith Seller, the Company or any Subsidiary 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 Company or any Subsidiaryservices.