Common use of Certain Interests Clause in Contracts

Certain Interests. (a) Except as set forth in Section 4.18(a) of the STC Disclosure Schedule, no officer or director (excluding outside directors) of STC or any STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor of STC; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which STC or any STC Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to STC or any STC Subsidiary. (b) Except as set forth in Section 4.18(b) of the STC Disclosure Schedule, neither STC nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC or any STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 4.18(a) of the STC Disclosure ScheduleSchedule 3.20, no officer or director (excluding outside directors) of STC ERC, the LLC or any STC Subsidiary, Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STC; ERC, the LLC or any Subsidiary, provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC ERC, the LLC or any STC Subsidiary uses or has used in the conduct of its business or otherwise; or (iii) has outstanding any material indebtedness to STC ERC, the LLC or any STC Subsidiary. (b) Except as set forth disclosed in Section 4.18(bSchedule 3.20(b), no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) of who resides with, or is a dependent of, any such officer or director has outstanding any indebtedness to the STC Disclosure ScheduleERC Shareholders. (c) Except as disclosed in Schedule 3.20(c), neither STC ERC, the LLC nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC ERC, the LLC or any STC Subsidiary, Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 4.18(a3.12(a) of the STC Company Disclosure Schedule, no neither the Company nor any Subsidiary nor, to the knowledge of the Company, any stockholder, officer or director (excluding outside directors) of STC the Company or any STC SubsidiarySubsidiary (excluding, in all cases, venture capital funds or institutional investors and no their affiliates), any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person: (i) has any direct or indirect financial interest in any competitor competitor, material supplier or material customer of STCthe Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than two five percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other material connection or relationship with such competitor, supplier or customer;; or (ii) owns, directly or indirectly, in whole or in part, or has any other interest, material interest in any material tangible or intangible property which STC belonging to or used, held for use or intended to be used by the Company or any STC Subsidiary uses or forming a part of or used, held for use or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of its business or otherwise; or (iii) has outstanding any indebtedness to STC or any STC Subsidiarythe Business. (b) Except as set forth in Section 4.18(b3.12(b) of the STC Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither STC the Company nor any STC Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder stockholder of STC the Company or any STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholderstockholder, other than immaterial liabilities and obligations incurred in the ordinary course or to any affiliate of business which are reflected in the STC Reports or with respect to which adequate reserves have been takenany such person.

Certain Interests. (a) Except as set forth described in Section 4.18(a) of the STC Disclosure Schedule, no officer neither Issuer nor any Subsidiary shall knowingly cause or director (excluding outside directors) permit any stockholder, director, officer, employee of STC Issuer or any STC Subsidiary, and no or relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer stockholder, director, officer, or director: employee, or any Affiliate of any such Person: (i) has to have any direct or indirect financial interest in any competitor competitor, customer, or supplier of STCIssuer or any Subsidiary; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; ; (ii) ownsto own, directly or indirectly, in whole or in part, or has to have any other interestinterest in, in any tangible or intangible property which STC belonging to or used, held for use, or intended to be used by Issuer or any STC Subsidiary uses or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of its business Issuer or otherwiseany Subsidiary; or or (iii) has to have outstanding at any indebtedness time any Indebtedness to STC Issuer or any STC Subsidiary. (b) Except as set forth in Section 4.18(b) of the STC Disclosure Schedule, neither STC . Neither Issuer nor any STC Subsidiary has shall knowingly undertake or assume any liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or shareholder employee of STC Issuer or any STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or shareholderemployee, or to any Affiliate of any such Person; except for liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or any Subsidiary; and (C) the payment or grant of other than immaterial liabilities and obligations incurred in standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the ordinary course board of business which are reflected in the STC Reports directors of Issuer or with respect to which adequate reserves have been takensuch Subsidiary).

Certain Interests. (a) Except as set forth in Section 4.18(a5.18(a) of the STC CGI Disclosure ScheduleSchedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of STC CGI or any STC CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor of STCcompetitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC CGI or any STC CGI Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to STC CGI or any STC CGI Subsidiary. (b) Except as set forth in Section 4.18(b5.18(b) of the STC CGI Disclosure Schedule, neither STC CGI nor any STC CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer, officer or director or shareholder of STC CGI or any STC CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 4.18(a) No holder of greater than 5% of the STC Disclosure Schedule, no voting power of the Company or its affiliates or any officer or director (excluding outside directors) of STC the Company or any STC SubsidiarySubsidiary and, and to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of STCthe Company or any Subsidiary; provided, however, that the ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "“financial interest" so ” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which STC that the Company or any STC Subsidiary uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company or any Subsidiary; or (iiiiv) has outstanding any indebtedness to STC the Company or any STC Subsidiary. (b) Except as set forth for the payment of employee and independent director compensation in Section 4.18(b) the ordinary course of the STC Disclosure Schedulebusiness, consistent with past practice, neither STC the Company nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC Company Stockholder or any STC Subsidiary, affiliate thereof or to any employee, officer or director of the Company or any Subsidiary or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officeremployee, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.

Certain Interests. (a) Except as set forth in Section 4.18(a5(s) of the STC Disclosure Schedule, to the best knowledge of Issuer, no officer stockholder, director, officer, or director (excluding outside directors) Key Employee of STC Issuer or any STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer stockholder, director, officer, or director: Key Employee, and no Affiliate of any such Person: (i) has any direct or indirect financial interest in any competitor competitor, customer, or supplier of STCIssuer or any Subsidiary; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; ; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC belonging to or used, held for use, or intended to be used by Issuer or any STC Subsidiary uses or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of its business Issuer or otherwiseany Subsidiary; or or (iii) has outstanding any indebtedness to STC Issuer or any STC Subsidiary. (b) . Except as set forth in Section 4.18(b5(s) of the STC Disclosure Schedule, neither STC Issuer nor any STC Subsidiary has any liability Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or shareholder Key Employee of STC Issuer or any STC Subsidiary, or or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or shareholderKey Employee, or to any Affiliate of any such Person; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other than immaterial liabilities and obligations incurred in standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the ordinary course board of business which are reflected in the STC Reports directors of Issuer or with respect to which adequate reserves have been takensuch Subsidiary).

Certain Interests. (a) Except as set forth in Section 4.18(a3.18(a) of the STC Disclosure Schedule, no officer officer, director, shareholder or director (excluding outside directors) Affiliate of STC the Company, any Subsidiary or any STC SubsidiarySeller, and no nor any Affiliate, relative or spouse (or relative of such spouse) who resides withofficer, director or is a dependent of, any such officer shareholder or directorAffiliate: (i) is a party to any agreement, contract, commitment, arrangement or transaction with the Company or any Subsidiary or is entitled to any payment or transfer of any Assets from the Company or any Subsidiary or has any direct or indirect interest in any Asset of the Company or any Subsidiary; (ii) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STCthe Company or any Subsidiary or the Business; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter marketexchange, shall not be deemed to be a "“financial interest" ” so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which STC or any STC Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to STC the Company or any STC Subsidiary. (b) Except as set forth in Section 4.18(b3.18(a) of the STC Disclosure Schedule, neither STC the Company nor any STC Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any Founder or Seller or to any officer, director or shareholder of STC the Company or any STC Subsidiary, Subsidiary or to any relative or spouse (or relative Affiliate of such spouse) who resides with, any Founder or is a dependent of, Seller or any such officer, director or shareholder, other than immaterial liabilities and obligations incurred . (c) All loans set forth in Section 3.18(a) of the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves Disclosure Schedule have been takenused solely for the personal expenses of the Founders and have not been used for any purpose relating to the Business conducted by the Company or any Subsidiary or otherwise as expenses of the Company or any Subsidiary.

Certain Interests. (a) Except as set forth disclosed in Section 4.18(a3.12(a) of the STC Disclosure Schedule, no officer or director (excluding outside directors) of STC or any STC Subsidiary, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any material direct or indirect financial interest in any competitor competitor, supplier or customer of STC; the Company, provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, material interest in any tangible or intangible property which STC the Company uses or any STC Subsidiary uses has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to STC or any STC Subsidiarythe Company. (b) Except as set forth disclosed in Section 4.18(b3.12(b) of the STC Disclosure Schedule, neither STC nor no officer or director of the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any STC Subsidiary such officer or director has outstanding any liability Indebtedness to the Company. (c) Except as disclosed in Section 3.12(c) of the Disclosure Schedule, the Company has no Liability or any other obligation of any nature whatsoever (i) to any officer, director or shareholder of STC or any STC Subsidiary, the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, or (ii) other than immaterial liabilities in respect of accrued wages, the reimbursement of expenses and obligations incurred the extension of benefits to such person made in the ordinary course of its business which are reflected in consistent with past practice, to any officer or senior executive of the STC Reports Company or with respect to which adequate reserves have been takenany relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or senior executive.

Certain Interests. (a) Except as set forth in Section 4.18(a5.18(a) of the STC CGI Disclosure ScheduleSchedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of STC CGI or any STC CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor of STCcompetitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer;; 45 39 (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC CGI or any STC CGI Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to STC CGI or any STC CGI Subsidiary. (b) Except as set forth in Section 4.18(b5.18(b) of the STC CGI Disclosure Schedule, neither STC CGI nor any STC CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer, officer or director or shareholder of STC CGI or any STC CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except To the Purchaser’s Knowledge, except as set forth disclosed in Section 4.18(a) Schedule 3.2(q), no officer, director or shareholder of the STC Disclosure Schedule, no officer Purchaser or of any Purchaser Vessel Owning Subsidiary or proposed new director (excluding outside directors) of STC or any STC Subsidiary, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director, shareholder or directorproposed new director of the Company: (i) has Has any direct or indirect financial interest in any competitor supplier or customer of STCthe Company or any Subsidiary; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- over the counter market, shall not be deemed to be a "“financial interest" ” so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) ownsHas outstanding Indebtedness to any Purchaser Vessel Owning Subsidiary; or (iii) Owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC or any STC Purchaser Vessel Owning Subsidiary uses or has used in the conduct of its the business of the Purchaser or otherwise; or (iii) has outstanding any indebtedness to STC or any STC Subsidiary. (b) Except as set forth in Section 4.18(b) . None of the STC Disclosure Schedule, neither STC nor any STC Subsidiary Purchaser Vessel Owning Subsidiaries has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC or any STC Subsidiary, Purchaser Vessel Owning Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 4.18(a) of the STC Disclosure Schedule, no officer or director (excluding outside directors) of STC or any STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor of STC; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which STC or any STC Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to STC or any STC Subsidiary. (b) Except as set forth in Section 4.18(b) of the STC Disclosure Schedule, neither STC nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC or any STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 4.18(a3.16(a) of the STC Disclosure Schedule, no officer or director (excluding outside directors) of STC the Company or any STC Subsidiary, Subsidiary and no relative or spouse (or relative of such spouse) who resides with, with or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STC; the Company or any Subsidiary, provided, however, that the ownership of securities representing no more than two one (1%) percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, market shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC the Company or any STC Subsidiary uses or has used in the conduct of its business the Business or otherwise; : or (iii) has outstanding any indebtedness Indebtedness to STC the Company or any STC Subsidiary. (b) Except as set forth disclosed in Section 4.18(b3.16(b) of the STC Disclosure Schedule, no officer or director of the Company or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director, has outstanding any Indebtedness to Xxxxxxxxx or the Company or any Subsidiary. (c) Except as disclosed in Section 3.16(c) of the Disclosure Schedule, neither STC the Company nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC the Company or any STC Subsidiary, Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder. (d) Except as disclosed in Section 3.16(d) of the Disclosure Statement, other than immaterial liabilities and obligations incurred in no employee of the ordinary course Company or its Subsidiaries is a relative or spouse of business which are reflected in the STC Reports a director, officer or with respect to which adequate reserves have been takensenior manager of Industrial Acoustics Company, Inc. or Industrial Acoustics Company Limited.

Certain Interests. (a) Except as set forth disclosed in Section 4.18(a3.23(a) of the STC Traq Disclosure ScheduleSchedule and to Traq’s knowledge, no holder of five percent (5%) or more of Traq’s capital stock (on an as-converted basis) or officer or director (excluding outside directors) of STC Traq or any STC Subsidiary, of its Subsidiaries and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director: (i) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STC; Traq or any of its Subsidiaries, provided, however, that (A) the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any competitor, supplier or customer, and or (B) ownership securities representing no more than five percent (5%) of the outstanding voting power of any competitor, supplier or customer which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, in each case shall not be deemed to be a "“financial interest" ” so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any material tangible or intangible property which STC that Traq or any STC Subsidiary of its Subsidiaries currently uses or has used within the last year in the conduct of the business of Traq or any of its business or otherwiseSubsidiaries; or (iii) has outstanding any indebtedness Indebtedness to STC Traq or any STC Subsidiaryof its Subsidiaries. (b) Except as set forth disclosed in Section 4.18(b3.23(b) of the STC Traq Disclosure Schedule, neither STC Traq nor any STC Subsidiary of its Subsidiaries has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC Traq or any STC Subsidiary, of its Subsidiaries or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 4.18(a) No holder of greater than 1% of the STC Disclosure Schedule, no voting power of the Company or its affiliates or any officer or director (excluding outside directors) of STC the Company or any STC SubsidiarySubsidiary and, and to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) other than a venture capital fund or institutional investor that is a shareholder of the Company, has any direct or indirect financial interest in any competitor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of STCthe Company or any Subsidiary; provided, however, that the ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which STC that the Company or any STC Subsidiary uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company or any Subsidiary; or (iiiiv) has outstanding any indebtedness to STC the Company or any STC Subsidiary. (b) Except as set forth for the payment of employee compensation in Section 4.18(b) the ordinary course of the STC Disclosure Schedulebusiness, consistent with past practice, neither STC the Company nor any STC Subsidiary has has, to its knowledge, any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC Company Shareholder or any STC Subsidiary, affiliate thereof or to any officer or director of the Company or any Subsidiary or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.

Certain Interests. (a) Except as set forth in Section 4.18(a) No holder of greater than 1% of the STC Disclosure Schedule, no voting power of Pihana or its affiliates or any officer or director (excluding outside directors) of STC Pihana or any STC SubsidiaryPihana Subsidiary and, and to the knowledge of Pihana, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of STCPihana or any Pihana Subsidiary; provided, however, that the ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "“financial interest" so ” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which STC that Pihana or any STC Pihana Subsidiary uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against Pihana or any Pihana Subsidiary other than claims arising out of employment agreements disclosed in the Pihana Disclosure Letter; or (iiiiv) has outstanding any indebtedness to STC Pihana or any STC Pihana Subsidiary. (b) Except as set forth for the payment of employee compensation in Section 4.18(b) the ordinary course of the STC Disclosure Schedulebusiness, consistent with past practice, neither STC Pihana nor any STC Pihana Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC Pihana Stockholder or any STC Subsidiary, affiliate thereof or to any officer or director of Pihana or any Pihana Subsidiary or, to the knowledge of Pihana, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.

Certain Interests. (a) Except as set forth in Section 4.18(a) No stockholders owning more than 5% of the STC Disclosure ScheduleCompany any affiliate of any such stockholder, no any officer or director (excluding outside directors) of STC the Company or any STC Subsidiary, and no or to the knowledge of the Company, any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor creditor, competitor, supplier, manufacturer, agent, representative, distributor or customer of STCthe Company or any Subsidiary; provided, however, that the -------- ------- ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer, and which securities are also listed on any national securities exchange or actively traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so as long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer, manufacturer, agent, representative, distributor or customer of the Company; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC that the Company or any STC Subsidiary uses in the conduct of its business (except for any such ownership or otherwise; orinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against the Company or any Subsidiary; or (iv) except as set forth in Section 3.20(a)(iv) of the Company Disclosure Schedule, has outstanding any indebtedness to STC the Company or any STC Subsidiary. (b) Except as set forth in Section 4.18(b3.20(b) of the STC Company Disclosure Schedule, except for the payment of employee compensation in the ordinary course of business, neither STC the Company nor any STC Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder stockholder of STC the Company or any STC affiliate thereof or to any officer or director of the Company or any Subsidiary, or to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.

Certain Interests. (a) Except as set forth disclosed in Section 4.18(a4.23(a) of the STC Tangoe Disclosure ScheduleSchedule and to Tangoe’s knowledge, no holder of five percent (5%) or more of Tangoe’s capital stock (on an as-converted basis) or officer or director (excluding outside directors) of STC Tangoe or any STC Subsidiary, of its Subsidiaries and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director: (i) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STC; Tangoe or any of its Subsidiaries, provided, however, that (A) the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any competitor, supplier or customer, and or (B) ownership securities representing no more than five percent (5%) of the outstanding voting power of any competitor, supplier or customer which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, in each case shall not be deemed to be a "“financial interest" ” so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any material tangible or intangible property which STC that Tangoe or any STC Subsidiary of its Subsidiaries currently uses or has used within the last year in the conduct of its business or otherwisebusiness; or (iii) has outstanding any indebtedness Indebtedness to STC Tangoe or any STC Subsidiaryof its Subsidiaries. (b) Except as set forth disclosed in Section 4.18(b4.23(b) of the STC Tangoe Disclosure Schedule, neither STC Tangoe nor any STC Subsidiary of its Subsidiaries has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC Tangoe or any STC Subsidiary, of its Subsidiaries or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 4.18(a5(s) of the STC Disclosure Schedule, to the best knowledge of Issuer, no officer stockholder, director, officer, or director (excluding outside directors) Key Employee of STC Issuer or any STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer stockholder, director, officer, or director: Key Employee, and no Affiliate of any such Person: (i) has any direct or indirect financial interest in any competitor competitor, customer, or supplier of STCIssuer or any Subsidiary; provided, however, that the ownership of securities representing no more than two one percent of the outstanding 9 9 voting power of any competitor, supplier supplier, or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; ; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC belonging to or used, held for use, or intended to be used by Issuer or any STC Subsidiary uses or forming a part of or used, held for use, or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of its business Issuer or otherwiseany Subsidiary; or or (iii) has outstanding any indebtedness to STC Issuer or any STC Subsidiary. (b) . Except as set forth in Section 4.18(b5(s) of the STC Disclosure Schedule, neither STC Issuer nor any STC Subsidiary has any liability Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or shareholder Key Employee of STC Issuer or any STC Subsidiary, or or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or shareholderKey Employee, or to any Affiliate of any such Person; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other than immaterial liabilities and obligations incurred in standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the ordinary course board of business which are reflected in the STC Reports directors of Issuer or with respect to which adequate reserves have been takensuch Subsidiary).

Certain Interests. (a) Except as set forth in Section 4.18(a) of the STC Disclosure ScheduleSchedule 4.19, no officer officer, director or director (excluding outside directors) stockholder of STC or any STC SubsidiaryRESO, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i1) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STC; RESO, provided, however, that the ownership of securities representing no more than two percent 3% of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "“financial interest" ” so long as the person Person owning such the securities has no other connection or relationship with such the competitor, supplier or customer; (ii2) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC RESO uses or any STC Subsidiary uses has used in the conduct of its business the Business or otherwise; or (iii3) has outstanding any indebtedness Indebtedness to STC or any STC SubsidiaryRESO. (b) Except as set forth in Section 4.18(b) of the STC Disclosure ScheduleRESO has no Indebtedness, neither STC nor any STC Subsidiary has any liability Liabilities, or any other obligation of any nature whatsoever to to, any officer, director or shareholder stockholder of STC or any STC Subsidiary, RESO or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholderstockholder, other than immaterial liabilities and obligations incurred for any salary payable in the ordinary course cause to the Shareholder or any indemnification obligations pursuant to the Articles of business which Incorporation and Bylaws of RESO (provided that any such indemnification obligations shall neither reduce any liability of the Shareholder to THK or RESO Surviving Corporation pursuant to this Agreement nor require RESO to reimburse or hold harmless the Shareholder for any of his liabilities to THK or RESO Surviving Corporation pursuant to this Agreement, and provided further that if and to the extent that any such indemnification obligations are reflected deemed or construed to reduce any liability of the Shareholder to THK or RESO Surviving Corporation pursuant to this Agreement or to require RESO to reimburse or hold harmless the Shareholder for any of his liabilities to THK or RESO Surviving Corporation pursuant to this Agreement then and in such event the STC Reports or with respect Shareholder hereby fully waives, settles, releases and forfeits his rights, titles and interests in and under, and all protections and benefits afforded to which adequate reserves have been takenhim by, any such indemnification obligations).

Certain Interests. (a) Except as set forth in Section 4.18(a) No stockholders of the STC Disclosure Schedule, no Company or their affiliates or any officer or director (excluding outside directors) of STC or any STC Subsidiarythe Company and, and to the knowledge of the Company, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor any, material supplier or material customer of STC; the Company, provided, however, that the ownership of securities representing no more than two percent 5% of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so as long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which STC the Company uses or any STC Subsidiary uses has used (and has a reasonable prospect of using in the future) in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); or (iii) except as set forth in Section 3.18(a)(iii) of the Company Disclosure Schedule, has outstanding any indebtedness for money borrowed to STC or any STC Subsidiarythe Company. (b) Except as set forth in Section 4.18(b3.18(b) of the STC Company Disclosure Schedule, neither STC nor any STC Subsidiary has except for the payment of employee compensation in the ordinary course of business, and other employment related matters, and matters related to officer or director service, including, without limitation, rights to indemnification, contribution, advancement of expenses and the like, the Company does not have any liability or any other obligation of any nature whatsoever to any officer, director or shareholder stockholder of STC the Company or any STC Subsidiary, affiliate thereof or to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides withof any such officer or director. The foregoing does to apply to or address any liability or obligation (i) to the stockholders of the Company or any of their affiliates or representatives or related persons or entities arising in connection with or related to the transactions contemplated by that certain Series A Stock Purchase Agreement dated as of December 4, 1998, or is otherwise derivative therefrom, or (ii) to a dependent of, any such officer, director or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takenstockholder as a stockholder.

Certain Interests. (a) Except as set forth in Section 4.18(a) of the STC Disclosure Schedule, no Neither STT Communications nor any officer or director (excluding outside directors) of STC each of STT Communications or any STC Subsidiarysubsidiary of STT Communications, i-STT or any i-STT Subsidiary and, to the knowledge of STT Communications and i-STT, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of STCi-STT or any i-STT Subsidiary; provided, however, that the ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "“financial interest" so ” as long as the person owning such securities has no other connection or relationship with such creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interestinterest in, in any tangible or intangible property which STC that i-STT or any STC i-STT Subsidiary uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against i-STT or any i-STT Subsidiary (other than claims arising out of employment agreements disclosed in the i-STT Disclosure Letter); or (iiiiv) has outstanding any indebtedness to STC i-STT or any STC i-STT Subsidiary. (b) Except as set forth for the payment of employee compensation in Section 4.18(b) the ordinary course of the STC Disclosure Schedulebusiness, consistent with past practice, neither STC i-STT nor any STC i-STT Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, officer or director or shareholder of STC STT Communications or any STC Subsidiarysubsidiary of STT Communications, i-STT or any i-STT Subsidiary or, to the knowledge of STT Communications or i-STT, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.

Certain Interests. (a) Except as set forth in Section 4.18(a5.18(a) of the STC CGI Disclosure ScheduleSchedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of STC CGI or any STC CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: : (i) has any direct or indirect financial interest in any competitor of STCcompetitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; ; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC CGI or any STC CGI Subsidiary uses in the conduct of its business or otherwise; or or (iii) has outstanding any indebtedness to STC CGI or any STC CGI Subsidiary. (b) Except as set forth in Section 4.18(b5.18(b) of the STC CGI Disclosure Schedule, neither STC CGI nor any STC CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer, officer or director or shareholder of STC CGI or any STC CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC CGI Reports or with respect to which adequate reserves have been taken. ARTICLE VI COVENANTS SECTION 6.01.

Certain Interests. (a) Except as set forth in Section 4.18(a) of the STC Disclosure Schedule, no No officer or director (excluding outside directors) of STC or any STC Subsidiary, the Seller and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) (other than Xx. Xxxxxxxx Gold) has any direct or indirect financial interest in any competitor competitor, supplier or customer of STCthe Company except in the Seller; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter marketexchange, shall not be deemed to be a "financial interest" so long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) (other than Xx. Xxxxxxxx Gold) owns, directly or indirectly, in whole or in part, or has any other interest, interest in any tangible or intangible property which STC the Company uses or any STC Subsidiary uses has used in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to STC or any STC Subsidiarythe Company. (b) Except as set forth described in Section 4.18(b3.26(b) of the STC Disclosure Schedule, neither STC nor Schedule the Company does not have any STC Subsidiary has any liability Liability or any other obligation of any nature whatsoever as of the date hereof to (i) any officer, officer or director or shareholder of STC or any STC Subsidiary, the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, officer or director or shareholder, other than immaterial liabilities under the Employment Agreements, salary and obligations benefits incurred in the ordinary course of business to officers as employees, indemnification to officers and directors under the Articles of Incorporation and/or Bylaws of the Company and to the Founders under the High Point showroom lease and High Point residence lease or (ii) the Seller or any of its Affiliates thereof, other than (A) obligations under this Agreement and any Ancillary Agreement to which are reflected the Company is a party and (B) warranty and other similar obligations to Storehouse arising from the sale of Inventory to Storehouse and trade payables owed by the Company to the Salem Frame Division of Xxxx Furniture Corporation, a Virginia corporation ("Salem Frame") in connection with the purchase of frames by the Company from Salem Frame. (c) Except as set forth in Section 3.26(c) of the Disclosure Schedule, all transactions between the Seller and its Affiliates, on the one hand, and the Company on the other hand, including all sales of Inventory by the Company to Storehouse and purchases of frames by the Company from Salem Frame, have been conducted in the STC Reports or with respect to which adequate reserves have been takenordinary course of business at prevailing market prices and prevailing market terms.

Certain Interests. (a) Except as set forth in Section 4.18(aNo holder of greater than one percent (1%) of the STC Disclosure Schedulevoting power of SMG or any officer of SMG and, to the Knowledge of SMG, no officer director or director (excluding outside directors) of STC or any STC Subsidiary, and no immediate relative or spouse Table of Contents (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director: (i) has any direct or indirect financial interest in any competitor creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of STCSMG; provided, however, that the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "“financial interest" so ” as long as the person Person owning such securities has no other connection or relationship with such competitor, supplier supplier, agent, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which STC or any STC Subsidiary SMG uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) to the Knowledge of SMG, has any claim or cause of action against SMG; or (iiiiv) has outstanding any indebtedness Indebtedness to STC or any STC SubsidiarySMG. (b) Except as set forth in Section 4.18(b) 4.24 of the STC SMG Disclosure Schedule, neither STC nor any STC Subsidiary and except for the payment of employee compensation in the ordinary course of business, consistent with past practice, SMG has any liability no Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of STC SMG Stockholder or any STC Subsidiary, Affiliate thereof or to any officer or director of SMG or, to the Knowledge of SMG, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, director officer or shareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the STC Reports or with respect to which adequate reserves have been takendirector.