Common use of Non-Arm’s Length Transactions Clause in Contracts

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with respect to the Purchased Business: (a) the Company has not since February 29, 2004 made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtedness; and (b) except for Contracts of employment, the Company is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing. No officer, director or shareholder of a Covenantor (other than the Vendor) and no entity which is an Affiliate or Associate of one or more of such individuals (other than the Vendor): (i) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in business as, a direct competitor of the Purchased Business or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; (ii) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company uses in the operations of the Purchased Business; or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company in connection with the Purchased Business, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under any Vendor or Company Employee Plans set out in Schedules 4.23(d) and 9.2(a).

Non-Arm’s Length Transactions. Except as listed disclosed in Schedule 4.213.32, with respect to the Purchased Business: (a) the Company Corporation has not since February 29July 31, 2004 1997, made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act Act), and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtedness; and (b) except for Contracts of employment, the Company Business. The Corporation is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoingAct). No officer, director or shareholder of a Covenantor (other than the Vendor) Corporation and no entity which that is an Affiliate or Associate of one or more of such individuals those individuals: (other than the Vendor): (ia) owns, directly or indirectly, any interest in (except for shares representing less than one-quarter of one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in business as, (i) a direct competitor of the Purchased Business or the Corporation, or (ii) a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; Business or the Corporation; (iib) owns, directly or indirectly, in whole or in part, or has any interest in, any property that the Vendor or the Company Corporation uses in the operations operation of the Purchased Business; or or (iiic) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company Corporation in connection with the Purchased Business, except for any liabilities reflected in the Audited Financial Statements and claims in the ordinary and normal course of business Business, such as for accrued vacation pay and accrued benefits under any Vendor or Company the Employee Plans set out in Schedules 4.23(d) and 9.2(a)Plans.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with respect to the Purchased Business: (a) the Company DevCo has not since February 29, 2004 made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employeeEmployee, shareholder or any other person (other than the Vendor) Person not dealing at arm's length with the Company DevCo (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of Act), except as disclosed in the foregoingFinancial Statements, except for usual employee reimbursements and compensation paid in the ordinary course of the Purchased Business Ordinary Course and except for payments due and payable benefits paid in the ordinary course of business on outstanding indebtedness; and (b) except accordance with Employee Plans. Except for Contracts of employment, the Company DevCo is not a party to any Contract with any officer, director, employeeEmployee, shareholder or any other person (other than the Vendor) Person not dealing at arm's length with the Company DevCo (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoingAct). No officer, director or shareholder of a Covenantor (other than the Vendor) DevCo and no entity which that is an Affiliate or Associate of one or more of such individuals those Persons: (other than the Vendor): (ia) save as disclosed in SCHEDULE 5.2(33) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person Person which is, or is engaged in business as, a direct competitor of the Purchased Business or DevCo or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; Business or either of DevCo; (iib) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company DevCo uses in the operations operation of the Purchased Business; or or (iiic) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company DevCo in connection with the Purchased Business, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under any Vendor or Company Employee Plans set out in Schedules 4.23(d) and 9.2(a)Ordinary Course.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21The Corporation has not, with respect to since the Purchased Business: (a) the Company has not since February 29Financial Statement Date, 2004 made any payment or loan to, or borrowed any moneys monies from or is otherwise -27- become indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within Corporation, except as disclosed in the meaning of the Tax Act Unaudited Financial Statements and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary course of business consistent with past practices. Except as described in Schedule 3.33 of the Purchased Business and except for payments due and payable Company Disclosure Schedule or in the ordinary course of business on outstanding indebtedness; Audited Financial Statements or in the Unaudited Financial Statements, and (b) except for Contracts of employment, the Company Corporation is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoingCorporation. No officer, director or shareholder of a Covenantor (other than the Vendor) Corporation and no entity which is an Affiliate or Associate of one or more of such individuals individuals: (other than the Vendor): (ia) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in business as, a direct competitor of the Purchased Business Business, the Corporation or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; Business or the Corporation; (iib) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company Corporation uses in the operations operation of the Purchased Business; or or (iiic) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company Corporation in connection with the Purchased Business, except for any liabilities reflected in the Unaudited Financial Statements and claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under any Vendor or Company the Employee Plans set out in Schedules 4.23(d) and 9.2(a)or claims which will be satisfied before or released on Closing.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with respect to the Purchased Business: (a) the Company The Corporation has not since February 29March 31, 2004 2003 made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act Code), except as disclosed in writing by the Vendor to the Purchaser or in the Audited Financial Statements, and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtedness; and (b) except Business. Except for Contracts of employment, the Company Corporation is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act Code). Other than the Vendor Parent, PAC and Swiss tax law and practices) or any Affiliate or Associate of any the Vendor, to the knowledge of the foregoing. No Corporation, no officer, director or shareholder of a Covenantor (other than the Vendor) Corporation and no entity which that is an Affiliate or Associate of one or more of such individuals individuals: (other than the Vendor): (ia) owns, directly or indirectly, any interest in (except for interests in the Vendor Parent and shares representing less than one per cent of the outstanding shares of any class or series of any other publicly traded company), or is an officer, director, employee or consultant of, any person person, other than a member of the Vendor Group, which is, or is engaged in business as, a direct competitor of the Purchased Business or the Corporation or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; Business or the Corporation; (iib) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company Corporation uses in the operations operation of the Purchased Business; or or (iiic) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company Corporation in connection with the Purchased Business, except for any liabilities reflected in the Audited Financial Statements and claims in the ordinary and normal course of business business, such as for accrued vacation pay and accrued benefits under any Vendor or Company the Employee Plans set out in Schedules 4.23(d) and 9.2(a)Plans.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with With respect to the Purchased Business: (a) the Company no Vendor has not since February 29June 13, 2004 2005, made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or employee or any other person (other than the except Affiliates of any Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) such Vendor or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtednessBusiness; and (b) except for Contracts of employment, the Company no Vendor is not a party to any Contract with any officer, director, employee, shareholder director or employee or any other person (other than the Affiliates of any Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) any Vendor or any Affiliate or Associate of any of the foregoing. No officerTo the knowledge of the Vendors, no officer or director or shareholder of a Covenantor (other than the Vendor) any Vendor and no entity which is an Affiliate or Associate of one or more of such individuals (other than the Affiliates of any Vendor): (i) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in business as, a direct competitor of the Purchased Business or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; (ii) owns, directly or indirectly, in whole or in part, any property that the any Vendor or the Company uses in the operations operation of the Purchased Business; or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the any Vendor or the Company in connection with the Purchased Business, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business such as for accrued vacation pay compensation and accrued benefits under any employment agreements or Vendor or Company Employee Plans set out in Schedules 4.23(d) and 9.2(a)Plans.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with respect to the Purchased Business: (a) the Company The Corporation has not since February 29July 31, 2004 1999 made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act Act), except as disclosed in the Audited Financial Statements and Swiss tax law and practices) or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary and normal course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtedness; and Business. (b) except Except for Contracts of employment, the Company Corporation is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company Corporation (within the meaning of the Tax Act and Swiss tax law and practicesAct). (c) or any Affiliate or Associate of any of the foregoing. No officer, director or shareholder of a Covenantor (other than the Vendor) Corporation and no entity which that is an Affiliate or Associate of one or more of such individuals (other than the Vendor): individuals: (i) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any person which is, or is engaged in business as, a direct competitor of the Purchased Business or the Corporation or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; Business or the Corporation; (ii) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company Corporation uses in the operations operation of the Purchased Business; or or (iii) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company Corporation in connection with the Purchased Business, except for any liabilities reflected in the Audited Financial Statements and claims in the ordinary and normal course of business business, such as for accrued vacation pay and accrued benefits under any Vendor or Company the Employee Plans set out in Schedules 4.23(d) and 9.2(a)Plans.

Non-Arm’s Length Transactions. Except as listed in Schedule 4.21, with With respect to the Purchased Business: (a) the Company Vendor has not since February 29December 31, 2004 2005, made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) Vendor or any Affiliate or Associate of any of the foregoing, except for usual employee reimbursements and compensation paid in the ordinary course of the Purchased Business and except for payments due and payable in the ordinary course of business on outstanding indebtednessBusiness; and (b) except for Contracts of employment, the Company Vendor is not a party to any Contract with any officer, director, employee, shareholder or any other person (other than the Vendor) not dealing at arm's length with the Company (within the meaning of the Tax Act and Swiss tax law and practices) Vendor or any Affiliate or Associate of any of the foregoing. No officer, director or shareholder To the knowledge of a Covenantor (other than the Vendor) , no officer of the Vendor and no entity which is an Affiliate or Associate of one or more of such individuals (other than the Vendor): (i) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, or employee or consultant of, any person which is, or is engaged in business as, a direct competitor of the Purchased Business or a lessor, lessee, supplier, distributor, sales agent or customer of the Purchased Business; To the knowledge of the Vendor, no officer, director or shareholder of the Vendor and no entity which is an Affiliate of one or more of such individuals: (iii) owns, directly or indirectly, in whole or in part, any property that the Vendor or the Company uses in the operations operation of the Purchased Business; or (iiiii) has any cause of action or other claim whatsoever against, or owes any amount to, the Vendor or the Company in connection with the Purchased Business, except for any liabilities reflected in the Financial Statements and claims in the ordinary course of business such as for accrued vacation pay and accrued benefits under any Vendor or Company Employee Plans set out in Schedules 4.23(d) and 9.2(a)Plans.