No Insider Transactions. Except as disclosed in Schedule 2.19, neither Seller nor any Affiliate of Seller, or any trust, partnership or corporation in which any of such Persons has an interest, has, directly or indirectly, (a) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange) in any Person which furnishes or sells, services or products which Company furnishes or sells; (b) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange) in any Person which purchases from or sells or furnishes to Company any goods or services; (c) a beneficial interest in any contract, commitment, agreement or understanding to which Company is a party or by which it may be bound or affected (except for written employment contracts listed on a Schedule to this Agreement); or (d) any interest or claim against Company or any of its assets which could result in a claim against Company or could materially and adversely affect Company’s assets, Company’s title to or its right to use its assets, or Company’s right to conduct its business following the Closing. Except as disclosed on Schedule 2.19, none of the assets of Company include any receivables from any officer, director, shareholder or employee of Company or Seller. Schedule 2.19 discloses all services provided to or obtained on behalf of Company by Seller, a list of the name and job position of each person employed by Seller or any of its Affiliates who is not employed by Company but who performs substantial services for Company or whose duties relate primarily to the business of Company.
No Insider Transactions. None of the Companies shall redeem or otherwise acquire any stock or other interest in any of the Companies, make any distribution to its or their shareholders (other than the cash and assets listed on Schedule 1.2) or make any ------------ loan or enter into any transaction with any of its or their current or former officers, directors, shareholders or Affiliates.
No Insider Transactions. Except as disclosed in SCHEDULE 2.19, neither a Seller nor any Affiliate (as defined below) of a Seller has (a) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or The Nasdaq Stock Market) in any Person which furnishes or sells, services or products which the Company furnishes or sells, (b) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or The Nasdaq Stock Market) in any Person which purchases from or sells or furnishes to the Company any goods or services, (c) a beneficial interest in any contract, commitment, agreement or understanding to which the Company is a party or by which it may be bound or affected (except for written employment contracts listed on a schedule to this Agreement); or (d) any interest or claim against the Company or any of its assets which could result in a claim against the Company or could materially and adversely affect the Company's assets, the Company's title to or its right to use its assets, or the Company's right to conduct its business following the Closing. Except as disclosed on SCHEDULE 2.19, none of the assets of the Company include any receivables from any officer, director, shareholder or employee of the Company.
No Insider Transactions. Except as disclosed in Schedule 2.19, no Seller nor any Affiliate (including any member of a Seller's "immediate family", as such term is defined under Rule l6a-l(e) of the Securities Exchange Act of 1934) of any such Persons, or any trust, partnership or corporation in which any of such Persons has an interest, has, directly or indirectly, (a) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or the Nasdaq Stock Market) in any Person which furnishes or sells, services or products which Company furnishes or sells, (b) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or the Nasdaq Stock Market) in any Person which purchases from or sells or furnishes to Company any goods or services, (c) a beneficial interest in any contract, commitment, agreement or understanding to which Company is a party or by which it may be bound or affected (except for written employment contracts listed on a schedule to this Agreement); or (d) any interest or claim against Company or any of its assets which could result in a claim against Company or could materially and adversely affect Company's assets, Company's title to or its right to use its assets, or Company's right to conduct its business following the Closing. Except as disclosed on Schedule 2.19, none of the assets of Company include any receivables from any officer, director, shareholder or employee of Company.
No Insider Transactions. Except as disclosed in Schedule 2.18 (and ------------- except for Seller), the Indemnitors hereby represent severally as follows: no Indemnitor nor, to any Indemnitor's Knowledge, any of his relatives, nor any entity in which he has a direct or indirect interest, has (a) any interest in any Person that engages in the same or similar business in which Seller currently engages, (b) any interest in any Person that purchases from or sells or furnishes to Seller any goods or services, (c) a beneficial interest in any contract, commitment, agreement or understanding to which Seller is a party or by which it may be bound or affected with the exception of any such contracts concerning post-closing leasing of real property from Affiliates of Owners as contemplated in this Agreement; (d) any claim, whether or not valid, against Seller or any assets of Seller or any of the Purchased Assets; or (e) made any threat or demand indicating that his spouse would possibly make any claim against or affecting adversely Microsemi, the Buyer, the Business or the Purchased Assets. The ownership of publicly traded securities shall not be deemed a violation of the preceding sentence. Except as disclosed on Schedule -------- 2.18, none of the assets of Seller include any receivables from any director, ---- executive or employee of Seller or any Owner or any Affiliate of any of them.
No Insider Transactions. Following the payment of the Attachment A Liabilities, neither Seller nor any affiliate thereof will have any interest or cJaim against Cogility or any of its assets which could result in a claim against Cogility or could materially and adversely affect Cogility's assets, Cogility's title to or it'i right to use its assets, or Cogility's right to conduct its business following the Closing, with the exception of any accounts receivables that are due to Seller for services rendered, by Cogility, u to and including January 31, 2013 that have not been paid to Seller.
No Insider Transactions. Neither Seller nor any Affiliate (including any member of Seller's "immediate family", as such term is defined under Rule 16a-1(e) of the Securities Exchange Act of 1934) of any such Persons, or any trust, partnership or corporation in which any of such Persons has an interest, has, directly or indirectly, (a) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or the Nasdaq Stock Market) in any Person which furnishes or sells, services or products which Company furnishes or sells, (b) any interest (other than as a holder of not more than 3% of the issued and outstanding securities of a corporation whose securities are traded on a national securities exchange or the Nasdaq Stock Market) in any Person which purchases from or sells or furnishes to Company any goods or services, (c) a beneficial interest in any contract, commitment, agreement or understanding to which Company is a party or by which it may be bound or affected; or (d) any interest or claim against Company or any of its assets which could result in a claim against Company or could materially and adversely affect Company's assets, Company's title to or its right to use its assets, or Company's right to conduct its business following the Closing. None of the assets of Company include any receivables from any officer, director, shareholder or employee of Company.
No Insider Transactions. Except as set forth in SCHEDULE 3.14 attached hereto, there is no agreement between Company and any shareholder of Company or any affiliates of either Company or the shareholders of Company or parties related to either Company or the shareholders of the Company.
No Insider Transactions. Except as disclosed in schedule 4.22, no Seller nor any ancestor, sibling, descendant, spouse or affiliate of any such persons, or any trust, partnership or corporation in which any of such persons has or had an interest, has or has had, directly or indirectly, (i) an interest in any entity which furnished or sold, or furnishes or sells, services or products which ASC furnishes or sells, or proposes to furnish or sell, or (ii) any interests in any entity which purchases from or sells or furnishes to ASC any goods or services; (iii) a beneficial interest in any contract, commitment, agreement or understanding to which ASC is a party or by which it may be bound or affected; (iv) any interest or claim against any of the Purchased Assets or ASC which could result in a claim against Newco or could adversely affect the Purchased Assets, Newco's title to or its right to use the Purchased Assets, or Newco's right to conduct ASC's business following the Closing. Except as disclosed on Schedule 4.22, none of the purchased Assets include any receivables from any officer, director, shareholder or employee of ASC. 4.23
No Insider Transactions. To Seller’s Knowledge, no Affiliate of Seller has (a) any interest in any Person that engages in a business that is the same or similar to the business of developing, marketing, selling and servicing NAS, (b) any interest in any Person that purchases from or sells or furnishes to Seller any goods or services that constitute or are directly related to the NAS, (c) a beneficial interest in any contract, commitment, agreement or understanding to which Seller is a party or by which it may be bound or affected related to the Purchased Assets, or (d) any claim against any of the Purchased Assets; provided, however, that this Section 2.17 shall not apply to any ownership interest in any publicly-traded company held by Seller or any Affiliate of Seller where such interest does not exceed 1% of the outstanding ownership of such entity.
