Common use of Conflicts of Interest; Affiliate Transactions Clause in Contracts

Conflicts of Interest; Affiliate Transactions. (a) Except as set forth in Section 3.18(a) of the Sellers’ Disclosure Schedule, none of any Seller, the Company, Senior Trucking or any officer or manager of the Company or Senior Trucking, has any direct or indirect interest in any Person or business enterprise which competes with, is a customer or sales agent of, or is engaged in, any business of the kind being conducted by the Company or Senior Trucking, other than investments of five percent (5%) or less in the stock or other equity interests of a publicly-traded Person. (b) Except as set forth in Section 3.18(b)(i) of the Sellers’ Disclosure Schedule, (i) none of any Seller nor any Close Family Member of any Affiliate of Seller provides or causes to be provided, to the Company or Senior Trucking any assets, loans or advances, (none of which will be outstanding on the Closing Date), (ii) the Company does not provide or cause to be provided to any Seller or any Seller’s Close Family Member or Affiliate any loan or advances, and (iii) except for the matters set forth in Section 3.18(b)(i) of the Sellers’ Disclosure Schedule (such matters collectively, the “Affiliate Arrangements”), neither Seller nor any Sellers’ Close Family Members or Affiliates has any other business relationships with the Company or Senior Trucking. The only Affiliate Arrangements set forth in Section 3.18(b)(i) of the Sellers’ Disclosure Schedule that will remain in place from and after the Closing Date or with respect to which Buyer, the Company or any of their respective Affiliates will have any ongoing obligations or duties after the Closing Date, are those items that are identified in Section 3.18(b)(i) of the Sellers’ Disclosure Schedule as remaining in place and having ongoing obligations or duties.

Conflicts of Interest; Affiliate Transactions. (a) Except as set forth in Section 3.18(a3.17(a) of the Sellers’ Disclosure Schedule, none of any the Seller, any Affiliate of the CompanySeller, Senior Trucking or any officer officer, manager or manager director of the Company Seller or Senior Truckingany Affiliate of the Seller, or any employee of the Seller, has any direct or indirect interest in any Person firm, corporation, association or business enterprise which competes with, is a customer or sales agent of, or is engaged in, any business the Business, other than, with respect to officers, managers or directors of the kind being conducted by Seller or any Affiliate of the Company or Senior TruckingSeller and employees of the Seller only, other than investments of five percent (5%) 2% or less in the stock or other equity interests of a publicly-publicly traded Personfirm or corporation. (b) Except as set forth in Section 3.18(b)(i3.17(b)(i) of the Sellers’ Disclosure Schedule, (i) none of any Seller neither Parent nor any Close Family Member of any Affiliate of its Affiliates (other than the Seller) (collectively, the “Seller Affiliates”) provides or causes to be provided, provided to the Company Seller or Senior Trucking the Business, any assets, loans or loans, advances, (none of which will be outstanding on the Closing Date)services or facilities, (ii) the Company Seller does not provide or cause to be provided to any Seller or any Seller’s Close Family Member or Affiliate any loan or assets, loans, advances, services or facilities and (iii) except for the Affiliate Agreements and those matters set forth in Section 3.18(b)(i3.17(b)(i) of the Sellers’ Disclosure Schedule (such matters collectively, the “Affiliate Arrangements”), neither no Seller nor Affiliates and no employees of Parent or any Sellers’ Close Family Members or of its Affiliates has (including the Seller) have any other business relationships with the Company Seller or Senior Truckingthe Business, other than, with respect to employees of the Seller only, the employment relationship with the Seller. The only Affiliate Agreements and Affiliate Arrangements set forth in Section 3.18(b)(i3.17(b)(i) of the Sellers’ Disclosure Schedule that will remain in place from and after the Closing Date or with respect to which Buyer, the Company Buyer or any of their respective Affiliates the NFP Group will have any ongoing obligations or duties after the Closing Date, are those items that are (and only with respect to such obligations or duties) identified in Section 3.18(b)(i3.17(b)(ii) of the Sellers’ Disclosure Schedule as remaining in place and having ongoing obligations or duties. (c) Section 3.17(c) of the Disclosure Schedule sets forth all written agreements (and a description of any oral agreements) and all so called “side letters” between or among (i) the Seller and any Seller Affiliate; (ii) with respect to the transactions contemplated hereby, the Seller Parties, on the one hand, and any employee or agent of the Seller Parties, on the other hand; or (iii) with respect to the transactions contemplated hereby, the Seller Parties, on the one hand, and any other third party (other than the Buyer or any of the foregoing), on the other hand.

Conflicts of Interest; Affiliate Transactions. (a) Except as set forth in Section 3.18(a) of the Sellers’ Company Disclosure Schedule, none of any Seller, the Company, Senior Trucking or its subsidiaries, nor, to the Company’s knowledge, any officer or manager director of the Company or Senior Truckingits subsidiaries, has any direct or indirect interest in any Person firm, corporation, association or business enterprise which competes with, is a customer or sales agent of, or is engaged in, any business of the kind being conducted by the Company or Senior Trucking, its subsidiaries other than investments of five percent (5%) % or less in the stock or other equity interests of a publicly-publicly traded Personfirm or corporation. (b) Except as set forth in Section 3.18(b)(i3.18(b) of the Sellers’ Company Disclosure Schedule, (i) none of the Stockholders nor to the Company’s knowledge, any Seller nor of their respective current directors or officers or any Close Family Member of any Affiliate of Seller their respective family members or affiliates (collectively, the “Company Affiliates”) provides or causes to be provided, on a regular basis, to the Company or Senior Trucking its subsidiaries any assets, loans or loans, advances, services or facilities (none of which will be outstanding on the Closing Date), (ii) neither the Company does not provide nor its subsidiaries provides or cause causes to be provided to any Seller or of the Company Affiliates any Seller’s Close Family Member or Affiliate any loan or assets, loans, advances, services or facilities and (iii) except for the Affiliate Agreements and those matters set forth in Section 3.18(b)(i) of the Sellers’ Company Disclosure Schedule (such matters collectively, the “Affiliate Arrangements”), neither Seller nor any Sellers’ Close Family Members or none of the Company Affiliates has have any other business relationships with the Company or Senior Truckingits subsidiaries. The only Affiliate Agreements and Affiliate Arrangements set forth in Section 3.18(b)(i3.18(b) of the Sellers’ Company Disclosure Schedule that will remain in place from and after the Closing Date or with respect to which BuyerNFP, the Company Company, its subsidiaries, or any of their respective Affiliates affiliates will have any ongoing obligations or duties after the Closing Date, are those items that (and only with respect to such obligations or duties) which are clearly identified in Section 3.18(b)(i3.18(b) of the Sellers’ Company Disclosure Schedule as remaining in place and having ongoing obligations or duties.

Conflicts of Interest; Affiliate Transactions. (a) Except as set forth in Section 3.18(a3.19(a) of the Sellers’ Disclosure Schedule, none of any Seller, the Company, Senior Trucking Company or any officer officer, director or manager of the Company or Senior TruckingCompany, has any direct or indirect interest in any Person or business enterprise which competes with, is a customer or sales agent of, or is engaged in, any business of the kind being conducted by the Company or Senior TruckingCompany, other than investments of five two percent (52%) or less in the stock or other equity interests of a publicly-traded Personfirm or corporation. (b) Except as set forth in Section 3.18(b)(i3.19(b) of the Sellers’ Disclosure Schedule, (i) none of any neither Seller nor any Close Family Member of any Affiliate of Seller (collectively, the “Seller’s Affiliates”) provides or causes to be provided, to the Company or Senior Trucking any assets, loans or loans, advances, services or facilities (none of which will be outstanding on the Closing Date), (ii) the Company does not provide or cause to be provided to any Seller or any Seller’s Close Family Member or Affiliate any loan or assets, loans, advances, services or facilities and (iii) except for the Affiliate Agreements and those matters set forth in Section 3.18(b)(i3.19(b) of the Sellers’ Disclosure Schedule (such matters collectively, the “Affiliate Arrangements”), neither Seller nor any Sellers’ Close Family Members or Affiliates Seller’s Affiliate has any other business relationships with the Company or Senior TruckingCompany. The only Affiliate Agreements and Affiliate Arrangements set forth in Section 3.18(b)(i3.19(b) of the Sellers’ Disclosure Schedule that will remain in place from and after the Closing Date or with respect to which Buyer, the Company or any of their respective Affiliates will have any ongoing obligations or duties after the Closing Date, are those items that are identified in Section 3.18(b)(i3.19(b) of the Sellers’ Disclosure Schedule as remaining in place and having ongoing obligations or duties.