Interested Party Matters. 45 Section 4.23 Intercompany Arrangements ......................................................................45 Section 4.24 Significant Customers and Suppliers .........................................................45 Section 4.25
Interested Party Matters. (a) Except (a) the Transferred Entity Benefit Plans and (b) Contracts between or among the Transferred Entities, none of the Transferred Entities is party to any material Contract with any (i) present or former officer, manager, partner or director of Parent or any of its Subsidiaries or (ii) Affiliate of Parent. (b) None of the officers, managers, partners or directors of each Transferred Entity (i) has any direct or indirect ownership, participation, royalty or other interest in, or is an officer, director, employee of or consultant or contractor for any firm, partnership, entity or corporation that competes with, or does business with, or has any contractual arrangement with, any of the Transferred Entities (except with respect to any interest in less than 5% of the stock of any corporation whose stock is publicly traded), (ii) is a party to or otherwise directly or indirectly has a material economic interest in, any Contract to which such Transferred Entity is a party or by which such Transferred Entity or any of its assets is bound, except for normal compensation for services as an officer, director or employee thereof, or (iii) has any material economic interest in any material property, real or personal, tangible or intangible (including any Intellectual Property) that is used in, or that relates to, the Business, except for the rights of its equityholders. Section 4.23
Interested Party Matters. In the case of any matter in which a Director has a material direct or indirect interest, the Shareholder that nominated such Director or the parties hereto, as the case may be, shall cause such Director to recuse himself or herself from any deliberations of the Board related to, and any vote of the Board taken with respect to, such matter. Subject to Clause 3 (Reserved Matter), approval of any such matter shall require the approval of a majority of the non-interested Directors. Notwithstanding the foregoing or anything to the contrary contained herein, to the fullest extent permitted by applicable Law, it is hereby clarified that none of the Investors nor any of their respective Nominee Directors shall have any duties or liabilities, including fiduciary duties, to the Company or any other Shareholder and all such duties or liabilities are hereby irrevocably disclaimed and eliminated.
