CERTAIN TRANSACTIONS OR ARRANGEMENTS. SCHEDULE 4.5 attached hereto, contains a true, complete and accurate list of all the transactions and arrangements between the Other Shareholders and the Company, Subsidiary or their officers, directors, shareholders or any affiliates thereof.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except for the agreements, arrangements or understandings described in SCHEDULE 2.19 (collectively, the "Affiliate Agreements"), none of Sellers or any of their affiliates (other than the Acquired Companies and their wholly owned subsidiaries) (the "Continuing Affiliates") or any present or former officer or director of any Continuing Affiliate, or of any of the Acquired Companies (and no Person with whom any such officer or director has any relation by blood, marriage or adoption) and no affiliate or associate (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of any of the foregoing is presently, or since January 1, 1993, has been, directly or indirectly, a party to any agreement, arrangement or understanding with the Acquired Companies, including without limitation: (i) any material contract, agreement, understanding, commitment or other arrangement providing for the furnishing of services or rental of real or personal property to or from, or otherwise relating to the business or operations of, any of the Acquired Companies; (ii) any loans or advances to or from any of the Acquired Companies; (iii) pursuant to which any of the Acquired Companies may have any material obligation or liability; and (iv) any transaction of a kind which would be required to be disclosed pursuant to Item 404 of Regulation S-K, if the Acquired Companies as a group were subject thereto. The termination of the Affiliate Agreements is not, individually or in the aggregate, reasonably likely to result in a Material Adverse Change, and, as of the Closing Date, all of the Affiliate Agreements will be terminated (and shall be of no further force or effect) without any liability or payment whatsoever by Buyer or any of the Acquired Companies.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except for agreements and transactions entered into in connection with this Agreement and except as set forth in the Owners Disclosure Schedule, the Owners are not presently, directly or indirectly, a party to any transaction with InterWireless, including without limitation: (a) any contract, agreement, understanding or commitment or other arrangement providing for the furnishing of services by, rental of real or personal property from or otherwise requiring payments to the Owners or any Affiliate of the Owners; (b) any contract, agreement, understanding, commitment or other arrangement relating to the employment of the Owners by the Company, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan; or (c) any loans or advances to or from InterWireless.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. To Holdings' and the Company's knowledge, except as described on Schedule 3.18 and other than pursuant to employee benefit arrangements and employment agreements or arrangements, no securityholder, officer or director of Holdings or the Company (and no Person with whom any such securityholder, officer or director has any direct or indirect relation by blood, marriage or adoption) and no Affiliate or associate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), of any of the foregoing is presently, directly or indirectly, a party to any agreement, arrangement or understanding with Holdings or the Company (other than arising out of the employment at will of that securityholder by the Company), including without limitation: (a) any contract, agreement, understanding, commitment or other arrangement providing for the furnishing of services or rental of real or personal property to or from, or otherwise relating to the business or operations of, Holdings or the Company; (b) any loans or advances to or from Holdings or the Company; (c) any arrangement pursuant to which Holdings or the Company may have any obligation or liability whatsoever; and (d) any transaction of a kind which would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except for agreements and transactions entered into in connection with this Agreement and except as set forth in the Owners' Disclosure Schedule, the Owners is not presently, directly or indirectly, a party to any transaction with DarkHorse, including without limitation (a) any contract, agreement, understanding or commitment or other arrangement providing for the furnishing of services by, rental of real or personal property from or otherwise requiring payments to the Owners or any Affiliate of the Owners; (b) any contract, agreement, understanding, commitment or other arrangement relating to the employment of the Owners by the Company, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan; or (c) any loans or advances to or from DarkHorse.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. To Holdings' and the Company's knowledge, except as described on SCHEDULE 4.18 and other than pursuant to employee benefit arrangements, employment agreements or arrangements and for participation in or pursuant to the ESOP or as expressly contemplated by this Agreement, no securityholder, officer or director of Holdings or the Company (and no Person with whom any such securityholder, officer or director has any direct or indirect relation by blood, marriage or adoption) and no Affiliate or associate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), of any of the foregoing is presently, directly or indirectly, a party to any agreement, arrangement or understanding with Holdings, the Company or any of the Subsidiaries (other than arising out of the employment at will of that securityholder by the Company), including without limitation: (a) any contract, agreement, understanding, commitment or other arrangement providing for the furnishing of services or rental of real or personal property to or from, or otherwise relating to the business or operations of, Holdings, the Company or a Subsidiary; (b) any loans or advances to or from the Company or any of the Subsidiaries; (c) any arrangement pursuant to which Holdings, the Company or any Subsidiary or Affiliate thereof may have any obligation or liability whatsoever; and (d) any transaction of a kind which would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission, if the Company were subject thereto.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except as described on SCHEDULE 5.9, except for arrangements and agreements disclosed to the Trustee or as expressly contemplated by this Agreement, immediately following the Closing neither MergerCo, nor its Affiliates will be, directly or indirectly, a party to any agreement, arrangement or understanding with Holdings, the Company or any of the Subsidiaries.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except for agreements and transactions entered into in connection with this Agreement and except as set forth in the Owners Disclosure Schedule, the Owners are not presently, directly or indirectly, a party to any transaction with PacificNet, including without limitation: (a) any contract, agreement, understanding or commitment or other arrangement providing for the furnishing of services by, rental of real or personal property from or otherwise requiring payments to the Owners or any Affiliate of the Owners; (b) any contract, agreement, understanding, commitment or other arrangement relating to the employment of the Owners by the Company, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan; or (c) any loans or advances to or from PacificNet.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. To the knowledge of the Company, except as described on Schedule 4.18, pursuant to employee benefit arrangements, employment agreements or arrangements or as expressly contemplated by this Agreement, no securityholder, officer or director of the Company (and no Relative of any such securityholder, officer or director) and no Affiliate or associate (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended), of any of the foregoing is presently, directly or indirectly, a party to any agreement, arrangement or understanding with the Company (other than arising out of the employment at will of that securityholder by the Company), including without limitation: (a) any contract, agreement, understanding, commitment or other arrangement providing for the furnishing of services or rental of real or personal property to or from, or otherwise relating to the business or operations of, the Company; (b) any loans or advances to or from the Company or any of the Subsidiaries; (c) any arrangement pursuant to which the Company or an Affiliate thereof may have any obligation or liability whatsoever; and (d) any transaction of a kind which would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission, if the Company were subject thereto.
CERTAIN TRANSACTIONS OR ARRANGEMENTS. Except for agreements and transactions entered into in connection with this Agreement and except as set forth in the Owners Disclosure Schedule, the Owners are not presently, directly or indirectly, a party to any transaction with HomeLoan, including without limitation: (a) any contract, agreement, understanding or commitment or other arrangement providing for the furnishing of services by, rental of real or personal property from or otherwise requiring payments to the Owners or any Affiliate of the Owners; (b) any contract, agreement, understanding, commitment or other arrangement relating to the employment of the Owners by the Company, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan; or (c) any loans or advances to or from HomeLoan.
