Common use of Transactions with Directors, Officers and Affiliates Clause in Contracts

Transactions with Directors, Officers and Affiliates. Except as disclosed in Schedule 3.1(o) delivered by the Company to Parent prior to the execution of this Agreement or in the Company Commission Filings filed with the Commission prior to the date hereof, since January 1, 1996, there have been no transactions between the Company or any of its Subsidiaries and any director, officer, employee, stockholder or "Affiliate" (as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) of the Company or any of its Subsidiaries, including, without limitation, loans, guarantees or pledges to, by or for the Company or any of the Company's Subsidiaries from, to, by or for any of such Persons. Except as disclosed in such Schedule 3.1(o) or in the Company Commission Filings filed with the Commission prior to the date hereof, since January 1, 1996, none of the officers or directors of the Company or any of its Subsidiaries, and no spouse or relative of any of such Persons, has been a director or officer of, or has had any material direct or indirect interest in, any Person which during such period has been a supplier, customer or sales agent of the Company or any of its Subsidiaries or has competed with or been engaged in any business of the kind being conducted by the Company or any of its Subsidiaries. Schedule 3.1(o) identifies each Person who is or may be (in the reasonable judgment of the Company) an Affiliate of the Company as of the date of this Agreement.

Transactions with Directors, Officers and Affiliates. Except as disclosed in Schedule 3.1(oSection 2.23 of the Seller Disclosure Schedule, lists all contracts and arrangements entered into since July 17, 1997 between (i) delivered by the Company to Parent prior to the execution of this Agreement or in the Company Commission Filings filed with the Commission prior to the date hereof, since January 1, 1996, there have been no transactions between the Company or any of its Subsidiaries Subsidiary, on the one hand, and the Seller or any director, officer, employee, stockholder or "AffiliateAFFILIATE" (as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT")) of the Company or any of its SubsidiariesSeller, includingon the other hand, without limitation, loans, guarantees or pledges to, by or for and (ii) the Company or any Subsidiary, on the one hand, and any such officer or director of the Company's Subsidiaries from, toany Subsidiary, the Seller or any Affiliates of the Seller (or entity controlled by any officer or for any of such Persons. Except as disclosed in such Schedule 3.1(o) or director), on the other hand, involving, in the Company Commission Filings filed with the Commission prior case of this clause (ii), amounts in excess of $50,000. Since July 17, 1997, to the date hereof, since January 1, 1996knowledge of the Seller, none of the officers or directors of the Company or any of its SubsidiariesSubsidiary, and no or any spouse or relative member of the immediate family of any of such Personspersons, has been a director or officer of, or has had any material direct or indirect interest in, any Person firm, corporation, association or business enterprise which during such period has been a supplier, customer or sales agent of the Company or any of its Subsidiaries Subsidiary or has competed with or been engaged in any business of the kind being conducted by the Company or any Subsidiary, except for passive investments in publicly traded companies. Except as set forth in Section 2.23 of the Seller Disclosure Schedule, neither the Seller nor any of its Subsidiaries. Schedule 3.1(o) identifies each Person who is or may be Affiliates (in the reasonable judgment of other than the Company) an Affiliate owns or has any rights in or to any of the assets, properties or rights used by the Company or any Subsidiary in the ordinary course of its business. Except as set forth in Section 2.23 of the date of this AgreementSeller Disclosure Schedule, Seller and its Affiliates provide no material services to the Company.