Common use of Transactions with Related Persons Clause in Contracts

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Entity, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Entity), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Entity. The assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors directors, managers, employees or employees trustees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from from, or (c) otherwise requiring payments to (other than for services or expenses as officers, directors, officers managers, employees or employees trustees of the Target Entity Company in the ordinary course of business consistent with past practicebusiness) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or property, Personal Property, or right, tangible or intangible (including Intellectual Property) which that is used in the business of any Target EntityCompany and no Related Person has a right to any of the foregoing property. The assets of the Target Entities Companies do not include any material receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any material payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity interests of a Target Company, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, presently a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded companyinterest). Except as set forth on Schedule 4.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.215.21, no Target Entity nor Company or any of its their respective Affiliates, nor or any officer, director, manager, employee, employee or trustee or beneficiary of a Target Entity or Company or, to the Sellers’ Knowledge, any of its their respective Affiliates, nor any immediate family member Immediate Family Member (as hereinafter defined) of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors directors, managers or employees of the a Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers officers, managers or employees of the a Target Entity in the ordinary course of business consistent with past practiceCompany) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two five percent (25%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.215.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used by a Target Company in the business of any such Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person. “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships of a natural person referred to herein.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity interests of a Target Company, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, presently a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded companyBGHL). Except as set forth on Schedule 4.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity 3.23 of the Disclosure Schedules neither Seller nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity the Company or any Affiliate of its AffiliatesSeller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with a Target Entitythe Company or any Subsidiary, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany or a Subsidiary), (b) providing for the rental of real or personal property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company or any Subsidiary in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.23 of the Disclosure Schedules, no Target Entity neither the Company nor any Subsidiary has any outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business Business of any Target Entitythe Company. The Company’s assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities Company do not include any payable or other obligation or commitment to any Company Related Person. Schedule 3.23 of the Disclosure Schedules specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.23 of the Disclosure Schedules that cannot be terminated upon sixty (60) days’ notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. Except as (i) set forth on Schedule 4.216.21, and (ii) any Company Benefit Plan, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) yearsyears or since their respective inception (whichever is shorter), has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, or director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two five percent (25%) of the outstanding voting power or economic interest of a publicly traded company), other than any Ancillary Document. Except as set forth on Schedule 4.216.21, or as contemplated by or provided for in any Ancillary Document, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The Except as set forth on Schedule 6.21, the assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing Affiliates (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two five percent (25%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.214.21 of the Company Disclosure Schedules, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.214.21 of the Company Disclosure Schedules, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.215.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity interests of a Target Company, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.215.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except Other than as set forth on out in Schedule 4.214.23, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee director or beneficiary 5% beneficial owner of the equity of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of a Target Company to or from, or (cd) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course Ordinary Course of business Business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no No Target Entity has outstanding Company is party to any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person. Schedule 4.23 specifically identifies those Contracts, arrangements or commitments set forth on such Schedule 4.23 that cannot be terminated upon sixty (60) days’ notice by the Target Companies without cost or penalty. All material transactions since the incorporation of the Company between the Company and Related Persons that require approvals pursuant to Sections 268 to 284 of the Israeli Companies Law, or pursuant to the Company’s Organizational Documents have been duly approved. To the Company’s Knowledge, no officer or director of any Target Company: (i) has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, (A) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of any Target Company or (B) any other entity in any material business arrangement or relationship with any Target Company; provided, however, that the ownership of securities listed on any national securities exchange representing less than 2% of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person; (ii) has any interest in any property, asset or right used by the Target Company for the business; (iii) has outstanding any Indebtedness owed to any Target Company; or (iv) has received any funds from the Target Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the Ordinary Course of Business.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity CHC Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity CHC Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCHC Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCHC Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity CHC Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity CHC Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCHC Company. The assets of the Target Entities CHC Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities CHC Companies do not include any payable or other obligation or commitment to any Company Related Person. Schedule 4.21 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 4.21 that cannot be terminated upon sixty (60) days’ notice by the CHC Companies without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors directors, managers or employees of the a Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as officers, directors, officers managers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company other Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity Company has outstanding any material Contract or other material arrangement or material commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) ), which is used in the business of any Target EntityCompany. The Except as set forth on Schedule 4.21, the assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or or, to the Knowledge of the Company, any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, no Target Entity 3.23 of the Disclosure Schedules neither Seller nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity the Company or any Affiliate of its AffiliatesSeller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company "Related Person”") is presently, or in the past three (3) years, years has been, a party to any transaction with a Target Entitythe Company or any Subsidiary, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany or a Subsidiary), (b) providing for the rental of real or personal property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company or any Subsidiary in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.23 of the Disclosure Schedules, no Target Entity neither the Company nor any Subsidiary has any outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business Business of any Target Entitythe Company. The Company's assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities Company do not include any payable or other obligation or commitment to any Company Related Person. Schedule 3.23 of the Disclosure Schedules specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.23 of the Disclosure Schedules that cannot be terminated upon sixty (60) days' notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.214.22, no Target Entity Company nor any of its Affiliates, nor any officer, director, commissioner, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors directors, commissioners or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, commissioners, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, commissioner, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.214.22, no Target Entity Company has outstanding any Contract or other material arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The Except as set forth on Schedule 4.22, the assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person. Schedule 4.22 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 4.22 that cannot be terminated upon sixty (60) days’ notice by the Target Companies without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.216.21, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”, which shall not include entities that would otherwise be included in such definition solely by virtue of the ownership of securities of such entity representing no more than two percent (2%) of the outstanding voting power or economic interest by a Related Person) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest interest; provided, however that no disclosure shall be required under this Section 6.21 with respect to the foregoing clauses (a), (b) or (c) with respect to ordinary course arms-length transactions between a Target Company, on the one hand, and any portfolio company of any venture capital, private equity, angel or strategic investor in the Company or Target Company, on the other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)hand. Except as set forth on Schedule 4.216.21, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Entity. The assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities do not include any payable or other obligation or commitment to any Company Related PersonCompany.

Transactions with Related Persons. Except (i) for payment of salary for services rendered in the ordinary course of business consistent with past practice, (ii) for reimbursement for reasonable expenses incurred on behalf of the Company or any of the Target Companies in the ordinary course of business consistent with past practice, (iii) for other employee benefits made in the ordinary course of business consistent with past practice, (iv) as described in the Company Financials delivered on or prior to the date of this Agreement, or (v) as set forth on Schedule 4.217.20, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.217.20, no Target Entity has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.213.21, no Target Entity Buyer Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Buyer Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityBuyer Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityBuyer Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Buyer Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.213.21, no Target Entity Buyer Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityBuyer Company. The Except as set forth on Schedule 3.21, assets of the Target Entities Buyer Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities Buyer Companies do not include any payable or other obligation or commitment to any Company Related Person. Schedule 3.21 specifically identifies all Contracts, arrangements or commitments set forth on such Schedule 3.21 that cannot be terminated upon sixty (60) days’ notice by the Buyer Companies without cost or penalty.

Transactions with Related Persons. Except (i) as set forth on Schedule 4.21Section 6.21 of the Company Disclosure Schedules, (ii) any Company Benefit Plan or any share option or other equity incentive plans as set forth on Section 6.3(b) of the Company Disclosure Schedules, (iii) the employment relationships and the payment of compensation, benefits and expense reimbursements and (iv) advances in the ordinary course of business, no Target Entity nor any of its Affiliates, Company nor any officer, director, manager, employee, trustee or beneficiary employee of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with a Target EntityCompany, in each case involving obligations of, or payments to, such Target Company in an amount exceeding $120,000, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to or from (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest a position as an owner, officer, manager, officer or director, trustee or partner or in which any Company Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two ten percent (210%) of the outstanding voting power or economic interest of a publicly traded company)) in each case, other than any Ancillary Document. Except as set forth on Schedule 4.21Section 6.21 of the Company Disclosure Schedules, or as contemplated by or provided for in any Ancillary Document, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany, in each case involving obligations of, or payments to, such Target Company. The assets of the Target Entities Companies do not include any material receivable or other material obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any material payable or other material obligation or material commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.213.18, no Target Entity Seller nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity any RHI Company or any Affiliate of its Affiliatesa Seller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with a Target EntityRHI Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Entitysuch RHI Company), (b) providing for the rental of real or personal property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity such RHI Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.18, no Target Entity RHI Company has any outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany’s business. The RHI Companies’ assets of the Target Entities do not include any receivable or other obligation from a Company Related Person, and the liabilities Liabilities of the Target Entities RHI Companies do not include any payable or other obligation or commitment to any Company Related Person. Schedule 3.18 specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.18 that cannot be terminated upon sixty (60) days’ notice by the RHI Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.21Section 4.22 of the Company Disclosure Letter, no Target Entity nor and except for in the case of any of its Affiliatesemployee, nor any officer, officer or director, manager, employee, trustee or beneficiary of a Target Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Entity, including any employment Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Entity), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company Benefit Plans made in the ordinary course of business consistent with past practicepractice or except as set forth in the Company Financials, no Target Company is a party to any transaction or Contract with any (a) present or former executive officer or director of any Company Related Person or any Person in which any Company Related Person has an interest as an ownerof the Target Companies, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than b) beneficial owner (within the ownership meaning of securities representing no more than two percent (2%Section 13(d) of the outstanding voting power Exchange Act) of 5% or economic interest more of a publicly traded company)the capital stock or equity interests of any of the Target Companies or (c) any Affiliate, “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided that in each case of the foregoing, excluding any transaction or Contract between or among the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries. Except as set forth in the Company Financials or as set forth on Schedule 4.21Section 4.22 of the Company Disclosure Letter: (x) to the Knowledge of the Company, no Target Entity has outstanding Related Person or any Affiliate of a Related Person has, directly or indirectly, a material economic interest in any Contract with any of the Target Companies (other than such Contracts that relate to any such Person’s ownership of the Company Units or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business equity interests of any Target Entity. The Company as set forth on Section 4.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements with the Target Companies), and (y) the assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.214.20 of the Company Disclosure Schedules, contemplated by this Agreement, the Reorganization, any of the Ancillary Documents, or in connection with the transactions contemplated hereby and thereby and, for the avoidance of doubt, any Company Benefit Plan or at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice, including all non-competition, severance and indemnification agreements, no Target Entity Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property personal property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two five percent (25%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.214.20 of the Company Disclosure Schedules, no Target Entity Company has any outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any payable or other obligation or commitment to any Company Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21in Section 4.21 of the Company Disclosure Schedules, no Target Entity Company nor any of its their respective Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Entity Company or any of its their respective Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Company Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with a Target EntityCompany, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target EntityCompany), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Entity Company in the ordinary course of business consistent with past practice) any Company Related Person or any Person in which any Company Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Company Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21in Section 4.21 of the Company Disclosure Schedules, no Target Entity Company has outstanding any Contract or other arrangement or commitment with any Company Related Person, and no Company Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target EntityCompany. The assets of the Target Entities Companies do not include any material receivable or other obligation from a Company Related Person, and the liabilities of the Target Entities Companies do not include any material payable or other obligation or commitment to any Company Related Person.