Common use of Certain Interests Clause in Contracts

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no officer or director of the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder: (i) has any direct or indirect financial interest in any competitor, supplier or customer of any Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five percent of the outstanding voting power of any competitor, supplier or customer and that are also listed on any national securities exchange, 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 that any Company, any Subsidiary or any Group Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to any Company, any Subsidiary or any Group Company; and (b) none of the Companies, the Subsidiaries or the Group Companies has any Liability of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary or any Group 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.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no None of the Stockholders or ----------------- their affiliates or any officer or director of the SellerCompany and, any to the knowledge of the Stockholders and the Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector: (i) has any direct or indirect financial interest in any competitor, supplier or customer of any the Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership -------- ------- of securities representing no more than five percent of the outstanding voting power of any competitor, supplier or customer customer, and that which are also listed on any national securities exchangeexchange or traded actively in the national 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 customerwith (a) (i) shall only apply to Xx. Xxxxx-Xxxx Gujral; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, in any tangible or intangible property that any Company, any Subsidiary or any Group which the Company uses or has used in the conduct of the Business or otherwiseotherwise (except for any such ownership or interest resulting from the ownership of securities in a public company); or (iii) has outstanding any Indebtedness indebtedness to any the Company, any Subsidiary or any Group Company; and. (b) none Except for the Notes and the Company Options and payment of employee compensation in the Companiesordinary course of business, the Subsidiaries Company has no liability or the Group Companies has any Liability other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary Stockholder or any Group Company affiliate thereof or to any officer or director of the Company or, to the knowledge of the Stockholders and the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) Except as set forth on Section 3.23 of the Disclosure Schedule, no officer Seller nor any member, stockholder, officer, manager or director of any Seller or the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any such member, stockholder, officer, director manager or shareholderdirector: (i) has any direct or indirect financial interest in any competitor, supplier or customer of any Company, any Subsidiary, any Group the Company or the Business; provided, however, that the ownership of securities representing no more than five percent 4.9% of the outstanding voting power of any competitor, supplier or customer customer, and that which are also listed on any national securities exchangeexchange or traded on any national securities 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, in any material tangible or intangible property that any Company, any Subsidiary or any Group which the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to any the Company, any Subsidiary or any Group Company; and. (b) none None of the Companies, Sellers nor the Subsidiaries or the Group Companies Company has any Liability or any other obligation of any nature whatsoever to any officer, member, manager, director or shareholder equityholder of any Company, any Subsidiary or any Group the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, member, manager, director or shareholderequityholder.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) Except as set forth in Section 3.22(a) of the Company Disclosure Schedule, no Stockholder (excluding Stockholders that are natural persons and not currently employed by the Company (such excluded Stockholders being “Non-employee Stockholders”)), member, officer or director of Holdings, the Seller, any Company, any Subsidiary or any Group Management Group, and to the Knowledge of Holdings and to the Knowledge of the Company, no Non-employee Stockholder, employee or consultant of Holdings, the Company or any shareholder of any Group CompanySubsidiary, and no or relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, member, officer, director director, employee or shareholderconsultant: (i) has any direct or indirect financial interest in any competitorcompetitor or material supplier (as identified pursuant to Section 3.15(a)(i)) of Holdings, supplier the Company or customer of any Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five two percent (2%) of the outstanding voting power of any competitorcompetitor or material supplier, supplier or customer and that which are also listed on any national securities exchange, 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 competitor or customermaterial supplier; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, in any tangible or intangible property that any Companywhich Holdings, the Company or any Subsidiary or any Group Company uses or has used in the conduct of the Business business of Holdings, the Company and its Subsidiaries or otherwiseotherwise (other than an indirect interest in such property attributable to such Person’s ownership of equity interests in Holdings); or (iii) has outstanding any Indebtedness indebtedness to any Company, any Subsidiary the Company or any Group Company; andSubsidiary. (b) none Except as set forth in Section 3.22(b) of the CompaniesCompany Disclosure Schedule, neither Holdings, the Subsidiaries or the Group Companies Company nor any Subsidiary has any Liability of any nature whatsoever to any officer, director director, employee, consultant, member or shareholder stockholder of any Company, any Subsidiary Holdings or any Group 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, employee, consultant, member or stockholder, except for Liabilities arising from (i) employment arrangements with the Company’s employees or (ii) transactions entered into on an arm’s-length basis in the ordinary course of Holdings’, the Company’s and its Subsidiaries’ business, as set forth in Section 3.22(b) of the Company Disclosure Schedule. All of the arrangements set forth in Section 3.22(b) of the Company Disclosure Schedule under the heading, “Terminating as of the Effective Time” shall have terminated as of or contemporaneously with the Effective Time, and the Surviving Company, the Company and the Subsidiaries shall have no further Liability or obligation with respect to such arrangements after the Effective Time. (c) Section 3.22(c) of the Company Disclosure Schedule contains a complete and correct list of all contracts and agreements between or among Holdings, the Company or any Subsidiary, on the one hand, and any stockholder, member, officer, manager or director of Holdings, the Company, any Subsidiary or Management Group, or any Affiliate thereof, on the other hand (other than any employment, noncompetition, confidentiality agreement executed by them in their capacity as an officer, director or shareholderemployee of Holdings, the Company or any Subsidiary or any similar agreement executed by them that all other directors, officers and employees of Holdings, the Company and the Subsidiaries have also executed in such capacities).

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) To the best knowledge of the Company, after due inquiry of the officers and directors of Astra, the Company and the Company Subsidiaries, except as disclosed in Section 3.14(a) of the Company Disclosure Schedule, no officer or director of Astra, the Seller, any Company, any Subsidiary Company or any Group Company, or any shareholder of any Group Company, Company Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company or any Company, any Company Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no not more than five percent of the outstanding voting power of any competitor, supplier or customer and that are also listed on any national securities exchangecustomer, 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;other (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, in any tangible or intangible property that any Company, any Subsidiary which the Company or any Group Company Subsidiary uses or has used in the conduct of the Company Business or otherwise; or or (iii) has outstanding any Indebtedness to any Company, any Subsidiary the Company or any Group Company; andCompany Subsidiary. (b) none To the best knowledge of the CompaniesCompany, after due inquiry of the Subsidiaries or officers and directors of the Group Companies Company and the Company Subsidiaries, except as disclosed in Section 3.14(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary the Company or any Group Company 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.

Certain Interests. Other than To the Purchaser’s Knowledge, except as provided disclosed in the Structure Agreements and Section 3.19 Schedule 3.2(q), no officer, director or shareholder of the Seller Disclosure Schedule: (a) no officer Purchaser or of any Purchaser Vessel Owning Subsidiary or proposed new director of the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director, shareholder or proposed new director or shareholderof the Company: (i) has Has any direct or indirect financial interest in any competitor, supplier or customer of any Company, the Company or any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five one percent of the outstanding voting power of any competitor, supplier or customer customer, and that which are also listed on any national securities exchangeexchange 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) 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 in, in any tangible or intangible property that which any Company, any Purchaser Vessel Owning Subsidiary or any Group Company uses or has used in the conduct of the Business business of the Purchaser or otherwise; or (iii) . None of the Purchaser Vessel Owning Subsidiaries has outstanding any Indebtedness to any Company, any Subsidiary liability or any Group Company; and (b) none of the Companies, the Subsidiaries or the Group Companies has any Liability other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Purchaser Vessel Owning Subsidiary or any Group 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.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no No holder of greater than 1% of the voting power of the Company or its affiliates or any officer or director of the SellerCompany or any Subsidiary and, any to the knowledge of the Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector: (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 creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of any Company, the Company or any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer customer, and that which are also listed on any national securities exchangeexchange or traded actively in the national over-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 creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that any Company, the Company or any Subsidiary or any Group Company uses or has used in the conduct of its business (except for any such ownership or interest resulting from the Business or otherwise; orownership of securities in a public company); (iii) has any claim or cause of action against the Company or any Subsidiary; or (iv) has outstanding any Indebtedness indebtedness to any Company, any Subsidiary the Company or any Group Company; andSubsidiary. (b) none Except for the payment of employee compensation in the Companiesordinary course of business, consistent with past practice, neither the Subsidiaries Company nor any Subsidiary has, to its knowledge, any liability or the Group Companies has any Liability other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary Company Shareholder or any Group Company 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 shareholderdirector.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) Except as set forth in Section 4.22(a) of the Company Disclosure Letter, no officer or director of the Seller, any Company, Company or any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector: (i) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that the Company or any Subsidiary uses or has used in the conduct of the Business or otherwise; or (ii) has outstanding any Indebtedness to the Company or any Subsidiary. (b) Except as set forth in Section 4.22(b) of the Company Disclosure Letter, Cxxxxx does not have any direct or indirect financial interest in any competitor, supplier or customer of the Company or any Company, any Subsidiary, any Group Company Subsidiary or the Business; provided, however, that the ownership of securities representing no more than five one percent of the outstanding voting power of any competitor, supplier or customer and that are also listed on any national securities exchange, shall not be deemed to be a “financial interest” so long as the Person owning such securities Cxxxxx has no other connection or relationship with such competitor, supplier or customer; (iic) ownsExcept as set forth in Section 4.22(c) of the Company Disclosure Letter, directly or indirectlyand except for the payment of employee compensation, in whole or in part, or has any other interest in, any tangible or intangible property that any Company, any Subsidiary or any Group Company uses or has used employee benefits and business expense reimbursement in the conduct ordinary course of the Business or otherwise; or (iii) has outstanding any Indebtedness to any Companybusiness consistent with past practice, any Subsidiary or any Group Company; and (b) none of the Companies, the Subsidiaries Company or the Group Companies any Subsidiary has any Liability or any other obligation of any nature whatsoever to any officer, officer or director or shareholder former officer or director of any Company, any Subsidiary the Company or any Group Company Subsidiary, or any Seller, other than Sellers’ rights as holders of Units set forth in the Existing Operating Agreement, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholderSeller.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no No holder of greater than 5% of the voting power of the Company or any officer or director of the SellerCompany and, any to the knowledge of the Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer, director officer or shareholderdirector: (i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of any the Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer customer, and that which are also listed on any national securities exchangeexchange or traded actively in the national over-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 creditor, competitor, supplier manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that any Company, any Subsidiary or any Group the Company uses or has used in the conduct of its business (except for any such ownership or interest resulting from the Business ownership of securities in a public company); (iii) to the knowledge of the Company has any claim or otherwisecause of action against the Company; or (iiiiv) has outstanding any Indebtedness indebtedness to any the Company, any Subsidiary or any Group Company; and. (b) none Except for the payment of employee compensation in the Companiesordinary course of business, consistent with past practice, the Subsidiaries Company does not have any liability or the Group Companies has any Liability other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary or any Group Company Stockholder 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 with, or is a dependent of, of any such officer, director officer or shareholderdirector.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) Except as disclosed in Schedule 4.30(a) of the Disclosure Schedule, no shareholder, officer or director of the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officershareholder, director officer or shareholderdirector: (i) has any direct or indirect financial interest in any competitor, supplier or customer of any Company, any Subsidiary, any Group the Company or any other Person that has had business dealings or had any financial interest in any transaction, with the BusinessCompany; provided, however, that the ownership of securities representing no not more than five one percent (1%) of the outstanding voting power of any competitor, supplier or customer customer, and that which are also listed on any national securities exchangeexchange 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, in any tangible or intangible property that any Company, any Subsidiary owned or any Group used by the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to any Companythe Company (such indebtedness, any Subsidiary or any Group Company; andthe “Affiliated Indebtedness”). (b) none Except as disclosed in Schedule 4.30(b) of the CompaniesDisclosure Schedules, the Subsidiaries Company has no Liability or the Group Companies has any Liability other obligation of any nature whatsoever to to, any officer, director or shareholder of any Company, any Subsidiary or any Group 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.

Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule: (a) no To the Knowledge of the Company, none of the shareholders of the Company or its Subsidiaries or any officer or director of the Seller, any Company, any Subsidiary Company or any Group Company, or any shareholder of any Group Company, its Subsidiaries and no relative or spouse (or relative member of such spouse) who resides with, or person’s “immediate family” (as such term is a dependent of, any such officer, director or shareholder:defined in Rule 16a-1 of the 1934 Act): (i) has been an officer, director or shareholder of any direct or indirect financial interest in any competitor, significant supplier or customer of any the Company, or of any Subsidiarycompany which holds, directly or indirectly, 50% or more of the outstanding shares of any Group Company such supplier or the Business; customer, provided, however, that the ownership of securities representing no not more than five percent 1% of the outstanding voting power of any competitor, supplier or customer customer, and that which are also listed on any national securities exchangeexchange or traded actively in the national over-the-counter market, shall not be deemed to be a “financial interestshareholder” so as long as the Person person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) is a party to or directly or indirectly interested in any license, partnership or alliance agreement with the Company or any of its Subsidiaries; (iii) owns, directly or indirectly, in whole or in part, or has any other interest in, in any tangible or intangible property that any Company, any Subsidiary which the Company or any Group Company of its Subsidiaries uses or has used in the conduct of its business or otherwise (except for any such ownership or interest resulting from the Business or otherwiseownership of securities in a public company); or (iiiiv) has outstanding any Indebtedness indebtedness to any Company, any Subsidiary the Company or any Group Company; andof its Subsidiaries. (b) none Except for the payment of employee compensation in the Companiesordinary course of business, the Subsidiaries Company does not have any liability or the Group Companies has any Liability other obligation of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary Shareholder or any Group Company 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 with, or is a dependent of, of any such officer, director officer or shareholderdirector.