Common use of Transactions with Certain Persons Clause in Contracts

Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders nor any of their Affiliates or family members, and no manager, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof Since March 31, 2017 and except as set forth on Schedule 2.22, there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither the Stockholders nor any of their relatives: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any Contract; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders nor any of their Affiliates or family membersImmediate Family Members, and no manager, member, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, in the past three (3) years, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof thereof. Since March 31, the 2017 Balance Sheet and except as set forth on Schedule 2.22, there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither none of the Stockholders nor or any of their relativesImmediate Family Members: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any ContractMaterial Contract (including, but not limited to, any Material Contract listed or required to be listed on Schedule 2.19); (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders Members nor any of their Affiliates or family membersImmediate Family Members, and no manager, member, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, in the past three (3) years, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof thereof. Since March 31, the 2017 Balance Sheet and except as set forth on Schedule 2.22, there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders Members or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither the Stockholders Members nor any of their relativesImmediate Family Members: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any ContractMaterial Contract (including, but not limited to, any Material Contract listed or required to be listed on Schedule 2.19); (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders Partners nor any of their Affiliates or family membersImmediate Family Partners, and no manager, member, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, in the past three (3) years, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof thereof. Since March 31, the 2017 Balance Sheet and except as set forth on Schedule 2.22, there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders Partners or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither the Stockholders Partners nor any of their relativesImmediate Family Partners: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any ContractMaterial Contract (including, but not limited to, any Material Contract listed or required to be listed on Schedule 2.19); (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders Members nor any of their Affiliates or family members, and no manager, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof thereof. Since March 31, 2017 and except as set forth on Schedule 2.22, the 2015 Balance Sheet there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders Members or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither the Stockholders Members nor any of their relatives: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any Contractmaterial Contract (including, but not limited to, any Contract listed or required to be listed on Schedule 2.19); (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material significant Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

Transactions with Certain Persons. (a) Except as set forth in Schedule 2.22, neither the Company nor the Stockholders Stockholder nor any of their Affiliates or family members, and no manager, officer, director or employee of the Company nor any Affiliate of any such Person is presently, or has been, a party to any transaction or Contract with the Company (other than compensation for services as managers, officers, directors or employees of the Company, reimbursement for reasonable business expenses or payment of dividends or distributions in the ordinary course consistent with past practice), including, without limitation, any written or oral Contract (i) providing for the furnishing of services or Assets by, (ii) providing for the rental of real or personal property from, or (iii) otherwise requiring payments to, or on behalf of, any such Person or Affiliate thereof thereof. Since March 31, 2017 the 2016 Balance Sheet and except as set forth on Schedule 2.22, there has been no dividend, distribution or payment of any kind whatsoever by the Company to the Stockholders Stockholder or any of their Affiliates. (b) Except as set forth on Schedule 2.22 neither the Stockholders Stockholder nor any of their relatives: (i) has any direct or indirect financial interest in any Person with whom the Company has consummated or entered into any Contractmaterial Contract (including, but not limited to, any Contract listed or required to be listed on Schedule 2.19); (ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that is necessary for the conduct of the Business; or (iii) has any contractual or financial relationship or arrangement with, or otherwise receives or has the right to receive any payments from, any Person with whom the Company has consummated or entered into any Material significant Contract.

Appears in 1 contract

Samples: Asset Purchase Agreement (EnviroStar, Inc.)

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