Common use of Certain Interests Clause in Contracts

Certain Interests. (a) No Seller or shareholder, officer or director of the Company or any Company Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or any Company Subsidiary: (i) has any direct or indirect financial interest in any supplier or customer of the Company or any Company Subsidiary; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any 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 the Company or any Company Subsidiary uses or has used in the conduct of its business or otherwise; or (iii) has outstanding any Indebtedness to the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company). (b) Except as set forth in Schedule 4.21(b) of the Disclosure Schedules, neither the Company nor any Company Subsidiary has Liability of any nature whatsoever to any Seller or to any shareholder, officer or director of the Company of the Company Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or the Company Subsidiary.

Certain Interests. (a) No Seller officer, director, employee, consultant, advisory board member or shareholderCogility Shareholder, officer or director of the Company or any Company Subsidiary and no spouse and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or any Company Subsidiarysuch person: (i1) has any direct or indirect financial interest in any competitor, supplier or customer of the Company or any Company Subsidiary; Cogility, provided, however, that the ownership of securities representing no more than two three percent (3%) 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; (ii2) 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 Company Subsidiary which Cogility uses or has used in the conduct of its Cogility’s business or otherwise; or (iii3) has outstanding any Indebtedness to the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company)Cogility. (b) Except as set forth in Schedule 4.21(b) of shown on the Cogility Disclosure SchedulesSchedule, neither the Company Cogility does not have any Indebtedness, Liabilities, nor any Company Subsidiary has Liability other obligation of any nature whatsoever to to, any Seller officer, director, employee, consultant, advisory board member or Cogility Shareholder, or to any shareholder, officer or director of the Company of the Company Subsidiary spouse thereof or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or the Company Subsidiarysuch person.

Certain Interests. (a) No Seller Member or shareholderdirect or indirect equityholder, officer officer, manager or director of the Company or any the Company Subsidiary Subsidiaries and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller Member or any shareholdermember, officer officer, manager or director of the Company or any the Company Subsidiary: Subsidiaries: (i) has any direct or indirect financial interest in any supplier or customer of the Company or any the Company SubsidiarySubsidiaries; provided, however, that the ownership of securities representing no more than two percent (2%) of the outstanding voting power of any 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 the Company or any the Company Subsidiary uses Subsidiaries use or has have used in the conduct of its their business or otherwise; or or (iii) has outstanding any Indebtedness to the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company)Subsidiaries. (b) Except as set forth in Schedule 4.21(b) None of the Disclosure Schedules, neither Company or the Company nor any Company Subsidiary Subsidiaries has Liability of any nature whatsoever to any Seller Member or to any shareholdermember, officer officer, manager or director of the Company of or the Company Subsidiary Subsidiaries or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller Member or any shareholdermember, officer officer, manager or director of the Company or the Company SubsidiarySubsidiaries.

Certain Interests. (a) No Seller or shareholderSection 3.16(a) of the Disclosure Schedule lists and contains a brief description of the terms of all contracts, agreements and understandings between the Company, on the one hand, and either Seller, any officer or director of the Company or any Company Subsidiary and no Affiliate, immediate relative or spouse (or immediate relative of such spouse) of either Seller or any such officer or director, on the other hand. (b) Except as disclosed in Schedule 3.16(b) of the Disclosure Schedule, neither Seller (nor any of his Affiliates) nor any officer or director of the Company (nor any Affiliate of such officer or director) nor, to the knowledge of each Seller, any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such Seller or any shareholder, such officer or director of the Company or any Company Subsidiarydirector: (i) except as disclosed in Schedule 3.16(b) of the Disclosure Schedule, has any direct or indirect financial interest in any competitor, supplier or customer of the Company or any Company SubsidiaryCompany; 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 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 customer; (ii) 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 Company Subsidiary uses or has used in the conduct of its business 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 the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company). (bc) Except as set forth in Schedule 4.21(b) of the Disclosure Schedules, neither Neither the Company nor either Seller has any Company Subsidiary has Liability liability or any other obligation of any nature whatsoever to any Seller or to any shareholder, officer or director of the Company of the Company Subsidiary or to any Affiliate, immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any of such Seller or any shareholder, such officer or director of the Company or the Company Subsidiarydirector.

Certain Interests. (a) No Seller Company Shareholder, or, to the Company's knowledge, any affiliate thereof, who beneficially owns 5% or shareholder, more of the capital stock of the Company (on an as-converted basis) or 5% or more of the capital stock of any Company Subsidiary and no officer or director of the Company or any Company Subsidiary and and, to the Company's knowledge, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, such officer or director of the Company or any Company Subsidiary: (i) has any direct or indirect (excluding interests of a venture capital fund affiliated with any director of the Company) financial interest in any competitor, supplier or customer of the Company or any Company Subsidiary; provided, however, that the ownership of securities representing no more than two percent 2% 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 " as long as the Person person owning such securities has no other connection or relationship with such competitor, supplier or customer;. (iib) No Company Shareholder or, to the Company's knowledge, their affiliates and no officer or director of the Company or any Company Subsidiary 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) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that which the Company or any Company Subsidiary uses or has used in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); or (iiiii) has outstanding any Indebtedness indebtedness to the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company). (b) Except as set forth in Schedule 4.21(b) of the Disclosure Schedules, neither the Company nor any Company Subsidiary has Liability of any nature whatsoever to any Seller or to any shareholder, officer or director of the Company of the Company Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or the Company Subsidiary.

Certain Interests. (a) No Seller or shareholderTo the Company’s knowledge, except as disclosed in Schedule 3.1(z), no officer or director of the Company or any Company Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, such officer or director of the Company or any Company Subsidiarydirector: (i) has Has any direct or indirect financial interest in any supplier or customer of the Company or any Company Subsidiary; provided, however, that the ownership of securities representing no more than two one percent of the outstanding voting power of any 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) ownsExcept as disclosed in Schedule 3.1(z), has outstanding Indebtedness to the Company or any Subsidiary; or (iii) Owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that which the Company or any Company Subsidiary uses or has used in the conduct of its the business or otherwise; or (iii) has outstanding any Indebtedness to of the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company). (b) Except as set forth in Schedule 4.21(b) of the Disclosure Schedules, neither otherwise. Neither the Company nor any Company Subsidiary has Liability any liability or any other obligation of any nature whatsoever to any Seller officer, director or to any shareholder, officer or director shareholder of the Company of the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller such officer, director or any shareholder, officer or director of the Company or the Company Subsidiary.

Certain Interests. (a) No Seller or Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any shareholder, officer or director of the Company or any Company Subsidiary and no Subsidiary, any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any such shareholder, officer or director of the Company director, or any Company Subsidiaryaffiliate of any such person: (i) has any direct or indirect financial interest in any competitor, material supplier or material customer of the Company or any Subsidiary, or any other person with which the Company Subsidiaryor 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 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 person owning such securities has no other 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 in any material tangible or intangible property that belonging to or used, held for use or intended to be used by the Company or any Company Subsidiary uses or has 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 its of, the business or otherwise; or (iii) has outstanding any Indebtedness to the Company or any Company Subsidiary; or (iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder and operations of the Company)Business. (b) Except as set forth in Schedule 4.21(bSection 3.13(b) of the Company Disclosure SchedulesSchedule, no officer, director or shareholder 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 shareholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary. (c) Except as set forth in Section 3.13(c) 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 Seller officer, director or to any shareholder, officer or director shareholder of the Company of the Company Subsidiary or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller such officer, director or any shareholder, officer or director to any affiliate of the Company or the Company Subsidiaryany such person.