Common use of Intercompany and Affiliate Transactions; Insider Interests Clause in Contracts

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.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp)

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Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17, there There are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company Seller and any director, officer, employee, Memberstockholder, relative or Affiliate of the Company Seller or the MembersStockholders, including, without limitation, loans, guarantees or pledges to, by or for the Company Seller or from, to, by or for any of such persons, that are either (i) currently in effect, or (ii) reflected in the CompanySeller's financial results. (b) Except as set forth on Schedule 2.17, no No officer, director or Member stockholder of the CompanySeller, 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 CompanySeller, or purchased, or during such period purchased from the CompanySeller, any goods or services, or otherwise does, or during such period did, business with the CompanySeller; (ii) a beneficial interest in any contract, commitment or agreement to which the Company Seller 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 Seller and such persons in their capacities as employees, officers or directors of the CompanySeller; or (iii) any rights in or to any of the assets, properties or rights used by the Company Seller in the ordinary course of business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eps Solutions Corp)

Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17pursuant to this Agreement, there are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company and any director, officer, employee, Membermember, relative or Affiliate of the Company or any of 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 2.17pursuant to this Agreement, no officer, director or Member member of the Company, or any Affiliate of any such person, now has, or within since formation of the last three (3) years Company 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Eps Solutions Corp)

Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17, there There are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company and any director, officer, employee, Memberstockholder, relative or Affiliate of the Company or any of the MembersStockholders, 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 No officer, director or Member stockholder 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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, Membermember, 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 member of the Company, or any Affiliate of any such personperson other than interests of Erik X. Xxxxx xxx any entity in which Erik X. Xxxxx xxxds 50% or more of the equity securities or ownership interests, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eps Solutions Corp)

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Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17, there There are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company Company, any Subsidiary and any director, officer, employee, Memberstockholder, relative or Affiliate of the Company Company, any Subsidiary, or the MembersStockholders, including, without limitation, loans, guarantees or pledges to, by or for the Company or any Subsidiary 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 No officer, director or Member Stockholder of the Company, nor officer, director, manager, stockholder or member of any Subsidiary, 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 CompanyCompany or any Subsidiary, or purchased, or during such period purchased from the CompanyCompany or any Subsidiary, any goods or services, or otherwise does, or during such period did, business with the CompanyCompany or any Subsidiary; (ii) a beneficial interest in any contract, commitment or agreement to which the Company or any Subsidiary 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.Subsidiary

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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, Memberstockholder, relative or Affiliate of the Company or the MembersStockholder, 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 stockholder 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

Intercompany and Affiliate Transactions; Insider Interests. (a) Except as set forth on Schedule 2.17, there There are no material transactions, agreements or arrangements of any kind, direct or indirect, between the Company and any director, officer, employee, Memberstockholder, relative or Affiliate of the Company or the MembersStockholder, 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 No officer, director or Member stockholder 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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