Common use of Certain Interests Clause in Contracts

Certain Interests. (a) Except as disclosed on Schedule 3.16(a), no Shareholder or officer or director of Seller, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer and which are listed on any national securities exchange or traded actively in the 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 Seller uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the Business. (b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller has no Liability or other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee of Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employee.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)set forth in Section 4.11 of the Disclosure Schedule, no Shareholder Equityholder and no officer, director or officer employee of the Company or director the Company Subsidiary or Parent and no Attar, no Affiliate of Seller, an Attar and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such personeither of the Attars: (i) has any direct or indirect financial interest in any competitor, landlord, supplier or customer of the Business; Company or the Company Subsidiary, provided, however, that the ownership of securities representing no more than one five percent of the outstanding voting power of any competitor, landlord, supplier or customer customer, and which are listed on any national or international securities exchange or traded actively in the national or international 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, landlord, 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 Seller the Company or the Company Subsidiary uses or has used in the conduct of the Business or otherwisethe business of such Company Subsidiary; or (iii) has outstanding any Indebtedness to Seller relating from or to the BusinessCompany or the Company Subsidiary. (b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller has no Liability or other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee of Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employee.

Certain Interests. (a) Except as disclosed set forth on Schedule 3.16(a3.20(a), no Shareholder or officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company or the Business; provided, however, that the ownership of securities representing no more than one two percent of the outstanding voting power of any competitor, supplier or customer and which that are also listed on any national securities exchange or traded actively in the over-the-counter marketexchange, 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 Seller that the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the BusinessCompany. (b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller The Company has no Liability or other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee stockholder of Seller the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeestockholder. (c) Except as set forth in the Reporting Documents, no agreements, arrangements or understandings between the Company or any Subsidiary (or binding on any of its or their respective properties or assets), on the one hand, and any Affiliate (including any officer or director or employee of the Company or any Subsidiary of the Company) thereof, on the other hand (other than those exclusively among the Company and the Company’s Subsidiaries), are in existence that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Certain Interests. (a) Except as disclosed on in Schedule 3.16(a)3.25, no Shareholder or officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) or immediate family member who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i) has any direct director or indirect financial interest in any competitor, supplier or customer of the Business; Company, provided, however, that the ownership of securities representing no more than one (1) percent of the outstanding voting power of any competitor, supplier or customer customer, and which are 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 Seller the Company uses or has used in the conduct of the Business or otherwise; or or (iii) has outstanding any Indebtedness to Seller relating to the BusinessCompany or a Shareholder. (b) Except as disclosed on in Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments3.25, Seller the Company has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee Shareholder of Seller the Company or to 32 any relative or spouse (or relative of such spouse) or immediate family member who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeShareholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)in Section ----------------- 3.17(a) of the Disclosure Schedule, no Shareholder or officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; Company, provided, however, that the ownership -------- ------- of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer customer, and which are 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 Seller the Company uses or has used in the conduct of the Business or otherwise; or; (iii) has outstanding any Indebtedness to Seller relating indebtedness to the BusinessCompany; or (iv) has any contract or agreement with the Company. (b) Except as disclosed on Schedule 3.16(bin Section 3.17(b) and except for obligations to make current salary and expense reimbursement paymentsof the Disclosure Schedule, Seller the Company has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)in Section 3.15(a) of the Disclosure Schedule, no Shareholder or officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; providedCompany, howeverPROVIDED, HOWEVER, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer customer, and which are 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 Seller the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the BusinessCompany. (b) Except as disclosed on Schedule 3.16(bin Section 3.15(b) and except for obligations to make current salary and expense reimbursement paymentsof the Disclosure Schedule, Seller has no the Company does not have any Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller or the Company to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeestockholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)set forth in Section 3.22 of the Disclosure Schedule, no Shareholder director, manager, member, stockholder or officer or director of any Seller, Company, Subsidiary or Institution, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such personPerson: (ia) has any direct or indirect financial interest in or with respect to (i) any competitorcompetitor or supplier of any Company, supplier Subsidiary or customer of the Business or (ii) any other party to any arrangement or contract (including a lease) relating to any Company, Subsidiary or Business; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitorcompetitor or supplier, supplier or customer and which are also listed on any national securities exchange or traded actively in the over-the-counter marketexchange, 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 customersupplier; (iib) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which Seller any Company, Subsidiary or Institution uses or has used in the conduct of the Business Businesses or otherwise; or (iiic) has outstanding any Indebtedness to Seller relating to the Businessany Company, Subsidiary or Institution. (b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller has no Liability or other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee of Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employee.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)in Section 4.12(a) of the Disclosure Schedule, no Shareholder or officer or director of Seller, 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 Shareholder or officer or director, and no Affiliate of any such person: (i) has any material direct or indirect financial interest in any competitor, supplier or customer of the Business; Company or any Subsidiary, provided, however, that the ownership of debt securities or the ownership of equity securities representing no more than one ten percent of the outstanding voting power of any competitor, supplier or customer and which are listed on any national securities exchange or traded actively in the over-the-counter marketcustomer, 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; (ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property which Seller the Company or any Subsidiary uses or has used in the conduct of the Business its business or otherwise; or (iii) has outstanding any material Indebtedness to Seller relating to the Business. Company or any Subsidiary. (b) Except as disclosed on Schedule 3.16(bin Section 4.12(b) and except for obligations to make current salary and expense reimbursement paymentsof the Disclosure Schedule, Seller neither the Company nor any Subsidiary has no any material Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)set forth in Section 4.27 of the Disclosure Schedule, no neither the Company and/or its Subsidiary or Shareholder or officer the spouse of Shareholder or director of Seller, no relative or spouse (or any relative of such spouse) Shareholder who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such personShareholder: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company and/or its Subsidiary or the Business; provided, however, that the ownership of securities representing no more than one percent (1%) of the outstanding voting power of any competitor, supplier or customer and which that are also listed on any national securities exchange or traded actively in the over-the-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 which Seller that the Company and/or its Subsidiary uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the BusinessCompany or any Subsidiary. (b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement paymentsset forth in Section 4.27 of the Disclosure Schedule, Seller none of Shareholder, the Company and/or its Subsidiary has no Liability or other obligation any liability of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller the Company and/or its Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (ai) Except as disclosed on in Schedule 3.16(a4(v), no Shareholder or officer or director of the Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person: (i1) has any direct or indirect financial interest in any competitor, supplier or customer of the BusinessCompany; provided, however, that the ownership -------- ------- of securities representing no more than one percent (1%) of the outstanding voting power of any competitor, supplier or customer customer, and which are 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 Such competitor, supplier or customer; (ii2) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which Seller the Company uses or has used in the conduct of the Business or otherwise; or (iii3) has outstanding any Indebtedness to Seller relating to the BusinessCompany. (bii) Except as disclosed on in Schedule 3.16(b4(v), no officer or director of the Company and no relative or spouse (or relative of such spouse) and except for obligations who resides with, or is a dependent of, any such officer or director has outstanding any Indebtedness to make current salary and expense reimbursement paymentsthe Seller. (iii) Except as disclosed in Schedule 4(v) or Sections 4(q) or 4(bb), Seller the Company has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of the Seller or the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (a) Except as disclosed on set forth in Schedule 3.16(a)2.28 of the Disclosure Schedule, no Shareholder or stockholder, officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or stockholder, officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the BusinessCompany ; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer customer, and which are also listed on any national securities exchange or traded actively in the over-the-counter marketNasdaq, 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 Seller the Company uses or has used in the conduct of the Business business of the Company or otherwise; or (iii) has outstanding any Indebtedness to Seller relating indebtedness of any kind to the BusinessCompany. (b) Except as disclosed on set forth in Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller 2.28 of the Disclosure Schedule the Company has no Liability liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee stockholder of Seller the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeestockholder.

Certain Interests. (a) Except as disclosed on in Section 3.24(a) of the Disclosure Schedule 3.16(a)and to the extent that any interest described below relates to or affects the Assets or the Business, no Shareholder or shareholder, officer or director of Seller, Seller and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or shareholder, officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the BusinessSeller; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer 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 the Assets or in any tangible or intangible property which Seller uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the BusinessSeller. (b) Except as disclosed on in Section 3.24(b) of the Disclosure Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement paymentsthe extent that such obligation relates to or affects the Assets or the Business, Seller has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to to, any officer, director or employee shareholder of Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)in Section 4.14(a) of the Disclosure Schedule, no Shareholder or Stockholder and no officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder Stockholder or officer or director, and no Affiliate of any such person: director (i) has outstanding any Indebtedness to or from the Company, (ii) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; Company, provided, however, that the ownership of securities securities, representing no more than one percent of the outstanding voting power of any competitor, supplier or customer customer, and which are listed on any national securities exchange or traded actively in the 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; customer or (iiiii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which Seller the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the Business. (b) Except as disclosed on Schedule 3.16(bin Section 4.14(b) and except for obligations to make current salary and expense reimbursement paymentsof the Disclosure Schedule, Seller the Company has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller the Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employeeshareholder.

Certain Interests. (a) Except as disclosed on Schedule 3.16(a)in Section 3.19(a) of the Disclosure Schedule, no Shareholder or neither the Seller nor any shareholder, officer or director of Seller, the Company and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Seller or any such Shareholder or shareholder, officer or director, and no Affiliate of any such person: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; Company, provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer 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 Seller the Company uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to Seller relating to the Business.Company. 17 (b) Except as disclosed on Schedule 3.16(b) in the licenses and except sublicenses for obligations the Licensed Intellectual Property, copies of which were previously delivered to make current salary and expense reimbursement paymentsPurchaser, Seller the Company has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee shareholder of Seller the Company, including, without limitation, the Seller, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder Seller or any such officer, director or employeeshareholder.