Intercompany and Affiliate Transactions; Insider Interests. Except as set forth on the Company Disclosure Schedule, there are, and during the last two years there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between the Company and any director, officer, employee, stockholder, or affiliate of the Company, including, without limitation, loans, guarantees or pledges to, by or for the Company or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the Parent SEC Documents or in the Consent of Directors of Parent approving the Merger which has been executed and provided to the Company prior to execution, there are, and during the last two years there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between the Parent, on the one hand, and any director, officer, employee, stockholder, or affiliate of the Parent, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for the Parent or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17, there are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company and any director, officer, employee, Member, relative or Affiliate of the Company or the Members, including, without limitation, loans, guarantees or pledges to, by or for the Company or from, to, by or for any of such persons, that are either (i) currently in effect, or (ii) reflected in the Company's financial results.
(b) Except as set forth on Schedule 2.17, no officer, director or Member of the Company, or any Affiliate of any such person, now has, or within the last three (3) years had, either directly or indirectly:
(i) an equity or debt interest in any corporation, partnership, joint venture, association, organization or other person or entity which furnishes or sells, or during such period furnished or sold, services or products to the Company, or purchased, or during such period purchased from the Company, any goods or services, or otherwise does, or during such period did, business with the Company;
(ii) a beneficial interest in any contract, commitment or agreement to which the Company is or was a party or under which it was obligated or bound or to which its properties may be or may have been subject, other than stock options and other contracts, commitments or agreements between the Company and such persons in their capacities as employees, officers or directors of the Company; or
(iii) any rights in or to any of the assets, properties or rights used by the Company in the ordinary course of business.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the reports and registration statements of Parent filed with the SEC (“Parent SEC Reports and Registration Statements”) and in the Consent of the Board of Directors of Parent approving the Merger, there are, and during the last two (2) years, there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between Parent, on the one hand, and any director, officer, employee, shareholder, or affiliate of Parent, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for the Parent or from, to, by or for any of such persons, that are effected with all corporate consents and approvals necessary under controlling law, and currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. Except as disclosed in the SEC Reports, there are, and during the last three years there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between Issuer, on the one hand, and any director, officer, employee, stockholder, or affiliate of Issuer, on the other hand, including loans, guarantees or pledges to, by or for Issuer or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the UNIPRO Disclosure Schedule, there are, and since the change of control on September 8, 2005 there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between UNIPRO, on the one hand, and any director, officer, employee, stockholder, or affiliate of UNIPRO, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for UNIPRO or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. (a) Other than employment agreements and arrangements disclosed on Schedule 3.10, except as disclosed on Schedule 3.17 hereto, there are no contracts, transactions, agreements or arrangements, written or oral, of any kind, direct or indirect, between the Company and (a) any of the Sellers, (b) any manager, member, or officer of the Company, and/or (c) any Affiliate and/or any immediate family member of any of the foregoing persons. All of the foregoing contracts, transactions, agreements and arrangements are referred to as the “Related Party Agreements.” The Related Party Agreements include, without limitation, loans, guarantees and/or pledges to, by or for the Company as well as those from, to, by or for any of the foregoing persons, which are currently in effect.
(b) Except as disclosed on Schedule 3.17, (a) none of the Sellers, (b) no manager, member, or officer of the Company, and (c) no Affiliate and/or any immediate family member of any of the foregoing persons, now has, or within the last three (3) years had, either directly or indirectly:
(i) an equity or debt interest in any corporation, partnership, joint venture, association, organization or other Person or entity which furnishes, sells supplies, or during such period furnished, sold or supplied, services or products to the Company, or purchased, or during such period purchased from the Company, any goods or services, or otherwise does, or during such period did, business with the Company;
(ii) a beneficial interest in any Contract, commitment or agreement to which the Company is or was a party or under which it was obligated or bound or to which its properties may be or may have been subject;
(iii) any rights in or to any of the Intellectual Property, Assets, properties and/or rights owned or licensed by the Company and/or used by the Company in the Business, including, but not limited to, any rights as a secured party, lender and/or debt holder;
(iv) an equity or debt interest in any corporation, partnership, joint venture, association, organization or other Person or entity which is directly or indirectly in competition with the Company; or
(v) the right to receive any payments of any kind from the Company other than compensation pursuant to employment arrangements with the Company identified on Schedule 3.10.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the Discovery Disclosure Schedule, there are, and during the last two years there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between Discovery, on the one hand, and any director, officer, employee, stockholder, or affiliate of Discovery, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for Discovery or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the Mill Basin Disclosure Schedule, there are, and since the change of control on September 1, 2006 there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between Mill Basin, on the one hand, and any director, officer, employee, stockholder, or affiliate of Mill Basin, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for Mill Basin or from, to, by or for any of such persons, that are currently in effect.
Intercompany and Affiliate Transactions; Insider Interests. Except as expressly identified in the Parent Disclosure Schedule or in the Consent of Directors of Parent approving the Merger which has been executed and provided to the Company prior to execution, there are, and during the last two years there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between the Parent, on the one hand, and any director, officer, employee, stockholder, or affiliate of the Parent, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for the Parent or from, to, by or for any of such persons, that are currently in effect.
