Interests in Customers, Suppliers, Etc. Except as set forth on Schedule 3.18, (x) to the knowledge of the Company, no shareholder of the Company nor any Person controlled by any shareholder of the Company nor (y) to the knowledge of the Company (without making any inquiry of any member of the Related Group, as hereinafter defined), any officer, director or employee of the Company, any parent, brother, sister, child or spouse of any such officer, director or employee of the Company or any shareholder of the Company (collectively, the “Related Group”), or any Person controlled by anyone in the Related Group: (i) owns, directly or indirectly, any interest in (excepting for ownership, directly or indirectly, of less than 1/4 of 1% of the issued and outstanding shares of any class of securities of a publicly held and traded company), or received or has any right to receive payments from, or is an officer, director, employee, agent or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent, customer or client of the Company; (ii) owns, directly or indirectly, in whole or in part, any tangible or intangible property (including, but not limited to Intellectual Property), used in the conduct of the business of the Company, other than immaterial personal items owned and used by employees at their work stations; or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Majesco Entertainment Co)
Interests in Customers, Suppliers, Etc. Except as set forth on Schedule 3.183.20, (x) neither the Principals nor to the knowledge of the Company, no shareholder of the Company nor any Person controlled by any shareholder of the Company nor (y) to the knowledge of the Company Principals (without making any inquiry of any member of the Related Group, as hereinafter defined), any officer, director director, or employee of IMS Holdco or the CompanyCompany immediately prior to the Closing Date, any parent, brother, sister, child or spouse of any such officer, director director, key executive or employee of the Company Company, IMS Holdco or any shareholder of the Company Principals (collectively, the “"Related Group”"), or any Person controlled by anyone in the Related Group:
(i) owns, directly or indirectly, any interest in (excepting for ownership, directly or indirectly, of less than 1/4 of 1% of the issued and outstanding shares of any class of securities of a publicly held and traded company), or received or has any right to receive payments from, or is an officer, director, employee, agent or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent, customer or client of IMS Holdco or the Company;
(ii) owns, directly or indirectlyindirectly (other than through the ownership of Membership Units), in whole or in part, any tangible or intangible property (including, but not limited to Intellectual Property), that the Company used in the conduct of the business of the CompanyBusiness, other than immaterial personal items owned and used by employees at their work stations; or
(iii) has any cause of action or other claim whatsoever against, or owes any amount to, IMS Holdco or the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on as of the date hereofClosing Date.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (MDC Partners Inc)
Interests in Customers, Suppliers, Etc. Except as set forth on Schedule 3.183.20, (x) none of the Seller or, to the Company’s knowledge of the Company, no shareholder of the Company nor any Person controlled by any shareholder of the Company nor (y) to the knowledge of the Company (without making any inquiry of any member of the Related Group, as hereinafter defined), any (x) officer, director director, manager, member, direct or indirect equity holder or employee of the CompanyCompany immediately prior to the Closing Date, any (y) parent, brother, sister, child or spouse of any such officer, director director, manager, member or employee of the Company or any shareholder of the Company Seller (collectively, the “Related Group”), or any (z) Person controlled by anyone in the Related Group:
(i) owns, directly or indirectly, any interest in (excepting for ownership, directly or indirectly, of less than 1/4 of 1% of the issued and outstanding shares of any class of securities of a publicly held and traded company), or received or and has any no right to receive payments from, or is an officer, director, manager, member employee, agent or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, vendor distributor, sales agent, customer or client of the Company;
(ii) owns, directly or indirectly, in whole or in part, any tangible or intangible property (including, but not limited to Intellectual Property), used in the conduct of the business of the Company, other than immaterial personal items owned and used by employees at their work stations; or
(iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Porch Group, Inc.)
Interests in Customers, Suppliers, Etc. Except as set forth on Schedule 3.183.2.25, (x) neither Newport nor to the knowledge of the Company, no shareholder of the Company nor any Person controlled by any shareholder of the Company nor (y) to the knowledge of the Company Newport or Communications Holdco (without making any inquiry of any member of the Related Group, as hereinafter defined), any officer, director director, or employee of Cap C LP or the CompanyCLP immediately prior to the Closing Date, any parent, brother, sister, child or spouse of any such officer, director director, key executive or employee of the Company CLP, Communications Holdco or any shareholder of the Company Newport (collectively, the “"Related Group”"), or any Person controlled by anyone in the Related Group:
(ia) owns, directly or indirectly, any interest in (excepting for ownership, directly or indirectly, of less than 1/4 of 1% of the issued and outstanding shares of any class of securities of a publicly held and traded company), or received or has any right to receive payments from, or is an officer, director, employee, agent or consultant of, any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent, customer or client of Cap C LP or the CompanyCLP;
(iib) owns, directly or indirectlyindirectly (other than through the ownership of Limited Partnership Units), in whole or in part, any tangible or intangible property (including, but not limited to Intellectual Property), that the CLP used in the conduct of the business of the CompanyCap C Business, other than immaterial personal items owned and used by employees at their work stations; or
(iiic) has any cause of action or other claim whatsoever against, or owes any amount to, Cap C LP or the CompanyCLP, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.
Appears in 1 contract
Samples: Limited Partnership Unit Purchase Agreement (MDC Partners Inc)