Arrangements with Affiliates. All Arrangements with Affiliates constituting an obligation of any Owner Entity shall be terminated by Owners on or before the Closing Date at no costs or expense to Company, Operating Partnership or their respective Affiliates, or any Owner Entity.
Arrangements with Affiliates. Except as set forth in Schedule 4.10, and except for the Ancillary Agreements and the services to be provided thereunder:
Arrangements with Affiliates. Any outstanding receivable, payable and other intercompany transaction, arrangement or contract between Owners or any of their Affiliates, on the one hand, and any Owner Entity, on the other hand, will be satisfied or terminated prior to Closing (“Arrangements with Affiliates”).
Arrangements with Affiliates. 37.5.1 The Franchisee shall ensure that every contract or other arrangement or transaction to which it may be party with any Affiliate for the supply of goods, the provision of services (including the licensing of any IPR) or otherwise, is on arm's length terms.
Arrangements with Affiliates. Except for the activities contemplated and intended to be continued following the Closing through either the commercial supply agreement and corresponding quality agreement with respect to the in vitro fertilization media manufactured by the Company on behalf of Seller and/or its Affiliates (the “IVF Media Supply Agreement”) or the Transition Services Agreement, neither Seller, nor any direct or indirect equity holder, officer, director or manager of Seller, nor any Affiliate of the foregoing (other than the Company) (a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm’s-length employment and similar agreements, which are set forth in Section 5.10 of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, “Affiliate Arrangements”).
Arrangements with Affiliates. (a) Except as set forth in Section 3.24 of the Disclosure Schedules, none of the Seller nor the Company nor any of their respective Affiliates or Representatives, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or customer of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship.
Arrangements with Affiliates. (a) Except as set forth in Section 3.24(a) of the Disclosure Schedules, none of the Sellers nor the Company nor any of their respective Affiliates or Representatives, nor any of the Sellers’ or the Company’s respective stockholders, members, partners or other equity holders, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or client of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship.
Arrangements with Affiliates. None of Seller, the Shareholders, officer or director of Seller, nor any Affiliate of the foregoing (other than the Company) (a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm's-length employment and similar agreements, which are set forth in Section 5.21(a) of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, "Affiliate Arrangements").
Arrangements with Affiliates. There are no existing contracts or ---------------------------- arrangements or proposed transactions between any of the Companies and any Affiliate of any of the Companies other than the Operative Documents, the Option for 1,000,000 shares of Common Stock of the Company granted to the Seller under and as contemplated by the Asset Purchase Agreement, the Employment Agreement dated as of the date hereof between the Company and X.X. Xxxxxx and the Employment Agreement of Xxxxxxxxxxxx and the Company and Xxxxx and the Company dated as of the date hereof and the employment arrangements in effect as of the date hereof with Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxxxxxxxx providing for the payment of annual compensation of $160,000 and $100,000, respectively. None of the Employees is subject to any restrictive covenant other than in favor of one of the Companies or any other similar agreement of which the Company or Suncom is aware which would prohibit such Employee from being employed by the Company.
Arrangements with Affiliates. Except as listed in Schedule 3.14, none of the Companies is a party to any agreement or arrangement with any Affiliate of any of the Companies except on terms or conditions no less favorable to any of the Companies than would be customary for such transactions between unaffiliated parties or upon terms and conditions on which similar transactions with others could fairly be expected to be entered into.
