Common use of Certain Interests Clause in Contracts

Certain Interests. (a) Except as disclosed in Section ----------------- 3.17(a) of the Disclosure Schedule, 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 such officer or director: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the 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, 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 the Company uses or has used in the conduct of the Business or otherwise; (iii) has outstanding any indebtedness to the Company; or (iv) has any contract or agreement with the Company. (b) Except as disclosed in Section 3.17(b) of the Disclosure Schedule, the Company has no Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of 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. (a) Except as disclosed set forth in Section ----------------- 3.17(a) 4.27 of the Disclosure Schedule, no officer or director of neither the Company and no relative and/or its Subsidiary or Shareholder or the spouse (of Shareholder or any relative of such spouse) Shareholder who resides with, or is a dependent of, any such officer or directorShareholder: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company, 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, customer and which that 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 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 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 Indebtedness to the Company; or (iv) has Company or any contract or agreement with the CompanySubsidiary. (b) Except as disclosed set forth in Section 3.17(b) 4.27 of the Disclosure Schedule, none of Shareholder, the Company and/or its Subsidiary has no Liability or any other obligation liability of any nature whatsoever to any officer, director or shareholder of 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, any such officer, director or shareholder.

Certain Interests. (a) Except as disclosed in Section ----------------- 3.17(a) of the Disclosure Scheduleon Schedule 3.16(a), no Shareholder or officer or director of the Company and 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 Company, 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, 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) except for Lachenman's interest as landlord under the Headquarters Lease, owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which the Company Seller uses or has used in the conduct of the Business or otherwise;; or (iii) has outstanding any indebtedness Indebtedness to Seller relating to the Company; or (iv) has any contract or agreement with the CompanyBusiness. (b) Except as disclosed in Section 3.17(bon Schedule 3.16(b) of the Disclosure Scheduleand except for obligations to make current salary and expense reimbursement payments, the Company Seller has no Liability or any other obligation of any nature whatsoever relating to the Business to any Shareholder or to any officer, director or shareholder employee of the Company Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Shareholder or any such officer, director or shareholderemployee.

Certain Interests. (a) Except as disclosed in Section ----------------- 3.17(a3.15(a) of the Disclosure Schedule, 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 such officer or director: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company, providedPROVIDED, howeverHOWEVER, 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 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 the Company uses or has used in the conduct of the Business or otherwise;; or (iii) has outstanding any indebtedness Indebtedness to the Company; or (iv) has any contract or agreement with the Company. (b) Except as disclosed in Section 3.17(b3.15(b) of the Disclosure Schedule, the Company has no does not have any Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of 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 shareholderstockholder.

Certain Interests. (a) Except as disclosed in Section ----------------- set forth on Schedule 3.17(a) of the Company Disclosure Schedule, no Management Seller, and, to the Management Sellers’ knowledge, no other Seller, any director or officer or director of the Company and no relative or spouse (or relative any of such spouse) who resides withits Subsidiaries, or is a dependent of, any spouse of any such Seller, officer or director: (i) has any direct or indirect financial interest in any competitor, supplier Competing Business or customer of the Company, Material Supplier; provided, however, that the ownership -------- ------- of securities representing no more than one percent 1% of the outstanding voting power of any competitor, supplier Competing Business or customerMaterial Supplier, 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 ” as long as the Person person owning such securities has no other connection or relationship with such competitor, supplier Competing Business or customerMaterial Supplier; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any material tangible or intangible property which the Company or any of its Subsidiaries uses or has used in the conduct of its business (except for any such ownership or interest resulting from the Business or otherwise;ownership of securities in a public company); or (iii) has outstanding any indebtedness to the Company; or (iv) has Company or any contract or agreement with the Companyof its Subsidiaries. (b) Except as disclosed in Section set forth on Schedule 3.17(b) of the Company Disclosure Schedule, and except for the payment of employee compensation in the Ordinary Course of Business, neither the Company nor any of its Subsidiaries has no any Liability or any other obligation of any nature whatsoever to any officer, Management Seller or to any officer or director or shareholder of the Company or any of its Subsidiaries or, to Management Sellers’ knowledge, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officer, officer or director or shareholderto any other Seller.

Certain Interests. (a) Except as disclosed in Section ----------------- 3.17(a3.24(a) of the Disclosure ScheduleSchedule and to the extent that any interest described below relates to or affects the Assets or the Business, no shareholder, officer or director of the Company Seller 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, supplier or customer of the Company, Seller; 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 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 the Company Seller uses or has used in the conduct of the Business or otherwise;; or (iii) has outstanding any indebtedness Indebtedness to the Company; or (iv) has any contract or agreement with the CompanySeller. (b) Except as disclosed in Section 3.17(b3.24(b) of the Disclosure ScheduleSchedule and to the extent that such obligation relates to or affects the Assets or the Business, the Company Seller has no Liability or any other obligation of any nature whatsoever to to, any officer, director or shareholder of the Company Seller 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. (a) Except as disclosed in Section ----------------- 3.17(a) of the Disclosure ScheduleSchedule 3.2(p), no officer officer, director or director shareholder of the Company Seller or of any Vessel Owning Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or officer, director, shareholder: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the CompanySeller, provided, however, that the ownership -------- ------- of securities representing no more than one five percent of the outstanding voting power of any competitor, such supplier or customer, and which are 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 owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) is a party to any Contract with any Vessel Owning Subsidiary; (iii) has outstanding Indebtedness to any Vessel Owning Subsidiary; or (iv) owns, directly or indirectly, in whole or in part, or has any other interest in property that any tangible or intangible property which the Company Vessel Owning Subsidiary uses or has used in the conduct of the Business its business, other than with respect to any shareholder of Seller or otherwise; (iii) has outstanding of any indebtedness to the Company; or (iv) has any contract or agreement with the Company. (b) Vessel Owning Subsidiary, in its capacity as a shareholder. Except as disclosed in Section 3.17(b) of the Disclosure ScheduleSchedule 3.2(p), the Company no Vessel Owning Subsidiary has no Liability any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of the Company any 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. As of the Closing, all such liabilities or obligations set forth on Schedule 3.2(p) shall be satisfied or discharged.

Certain Interests. (ai) Except as disclosed in Section ----------------- 3.17(a) of the Disclosure ScheduleSchedule 4(v), no 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 officer or director: (i1) has any direct or indirect financial interest in any competitor, supplier or customer of the Company, ; 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 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 the Company uses or has used in the conduct of the Business or otherwise;; or (iii3) has outstanding any indebtedness Indebtedness to the Company; or (iv) has any contract or agreement with the Company. (bii) Except as disclosed in Section 3.17(b) Schedule 4(v), no officer or director of the Disclosure ScheduleCompany 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 the Seller. (iii) Except as disclosed in Schedule 4(v) or Sections 4(q) or 4(bb), the Company has no Liability or any other obligation of any nature whatsoever to any officer, director or 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, any such officer, director or shareholder.

Certain Interests. (a) Except as disclosed in Section ----------------- 3.17(a) of the Disclosure Scheduleon Schedule 3.16(a), no Shareholder or officer or director of the Company and 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 Company, 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, 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 the Company Seller uses or has used in the conduct of the Business or otherwise;; or (iii) has outstanding any indebtedness Indebtedness to Seller relating to the Company; or (iv) has any contract or agreement with the CompanyBusiness. (b) Except as disclosed in Section 3.17(bon Schedule 3.16(b) of the Disclosure Scheduleand except for obligations to make current salary and expense reimbursement payments, the Company Seller has no Liability or any other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or shareholder employee of the Company 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 shareholderemployee.

Certain Interests. Except as expressly disclosed in Schedule 3.25, (a) Except as disclosed in Section ----------------- 3.17(a) no Affiliate of the Disclosure Scheduleany officer, no officer director, stockholder or director employee of the Company Seller and no relative immediate family member or spouse (or relative immediate family member of such spouse) who resides with, or is a dependent of, of any such officer Affiliate, officer, director, stockholder or directoremployee: (i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company, Seller; provided, however, that the ownership -------- ------- of securities representing no more than one two percent (2%) of the outstanding voting power of any competitor, supplier or customer, customer and which that 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 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 property, including the Company uses Business Intellectual Property (other than as a shareholder of Seller), that Seller uses, holds for use, has used, or has used intends to use in the conduct operation of the Business or otherwise;Business; or (iii) has outstanding any indebtedness Indebtedness to the Company; or (iv) has any contract or agreement with the CompanySeller. (b) Except as disclosed in Section 3.17(b) Seller does not have any Liability to any Affiliate of the Disclosure Schedule, the Company has no Liability or any other obligation of any nature whatsoever to any officer, director director, stockholder or shareholder employee of the Company Seller or to any relative immediate family member or spouse (or relative immediate family member of such spouse) who resides with, or is a dependent of, of any such Affiliate, officer, director director, stockholder or shareholderemployee.