Certain Interests. (a) Except as disclosed in Schedule 3.20, no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director:
(i) has any direct or indirect financial interest in any competitor, supplier or customer of ERC, the LLC or any Subsidiary, provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer;
(ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which ERC, the LLC or any Subsidiary uses or has used in the conduct of its business or otherwise; or
(iii) has outstanding any material indebtedness to ERC, the LLC or any Subsidiary.
(b) Except as disclosed in Schedule 3.20(b), no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director has outstanding any indebtedness to the ERC Shareholders.
(c) Except as disclosed in Schedule 3.20(c), neither ERC, the LLC nor any Subsidiary has any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of ERC, the LLC or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder.
Certain Interests. Other than as provided in the Structure Agreements and Section 3.19 of the Seller Disclosure Schedule:
(a) no officer or director of the Seller, any Company, any Subsidiary or any Group Company, or any shareholder of any Group Company, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder:
(i) has any direct or indirect financial interest in any competitor, supplier or customer of any Company, any Subsidiary, any Group Company or the Business; provided, however, that the ownership of securities representing no more than five percent of the outstanding voting power of any competitor, supplier or customer and that are also listed on any national securities exchange, shall not be deemed to be a “financial interest” so long as the Person owning such securities has no other connection or relationship with such competitor, supplier or customer;
(ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that any Company, any Subsidiary or any Group Company uses or has used in the conduct of the Business or otherwise; or
(iii) has outstanding any Indebtedness to any Company, any Subsidiary or any Group Company; and
(b) none of the Companies, the Subsidiaries or the Group Companies has any Liability of any nature whatsoever to any officer, director or shareholder of any Company, any Subsidiary or any Group Company or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholder.
Certain Interests. (a) Except as disclosed on Schedule 3.16(a), no Shareholder or officer or director of Seller, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such Shareholder or officer or director, and no Affiliate of any such person:
(i) has any direct or indirect financial interest in any competitor, supplier or customer of the Business; provided, however, that the ownership of securities representing no more than one percent of the outstanding voting power of any competitor, supplier or customer and which are listed on any national securities exchange or traded actively in the over-the-counter market, shall not be deemed to be a "financial interest" so long as the Person owning such securities has no other connection or relationship with such competitor, supplier or customer;
(ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which Seller uses or has used in the conduct of the Business or otherwise; or
(iii) has outstanding any Indebtedness to Seller relating to the Business.
(b) Except as disclosed on Schedule 3.16(b) and except for obligations to make current salary and expense reimbursement payments, Seller has no Liability or other obligation of any nature whatsoever relating to the Business to the Shareholder or to any officer, director or employee of Seller or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, the Shareholder or any such officer, director or employee.
Certain Interests. (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any stockholder, officer or director of the Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and their affiliates), any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director, or any affiliate of any such person:
(i) has any direct or indirect financial interest in any competitor, material supplier or material customer of the Company or any Subsidiary, or any other person with which the Company or any Subsidiary has, or has had, during the last three years, a material business arrangement or relationship; provided, however, that the ownership of equity securities representing no more than five percent of the outstanding voting power of any competitor, supplier or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other material connection or relationship with such competitor, supplier or customer; or
(ii) owns, directly or indirectly, in whole or in part, or has any other material interest in any material tangible or intangible property belonging to or used, held for use or intended to be used by the Company or any Subsidiary or forming a part of or used, held for use or intended to be used in connection with, necessary for, or otherwise material to the conduct of, the business and operations of the Business.
(b) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule, no officer, director or stockholder of the Company or any Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder, and no affiliate of any such person has outstanding any Indebtedness to the Company or any Subsidiary.
(c) Except for the Bridge Notes and the 1997 Notes and except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any Liability or any other obligation of any nature whatsoever to any officer, director or stockholder of the Company or any Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, di...
Certain Interests. The Company does not have any liability or any obligation of any nature whatsoever to Seller or any officer, director or employee of the Company, or to any affiliate, relative or spouse (or relative of such spouse) of Seller or any such officer, director or employee.
Certain Interests. (a) No Seller or shareholder, officer or director of the Company or any Company Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or any Company Subsidiary:
(i) has any direct or indirect financial interest in any supplier or customer of the Company or any Company Subsidiary; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any supplier or customer and that are also listed on any national securities exchange, shall not be deemed to be a “financial interest” so long as the Person owning such securities has no other connection or relationship with such competitor, supplier or customer;
(ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that the Company or any Company Subsidiary uses or has used in the conduct of its business or otherwise; or
(iii) has outstanding any Indebtedness to the Company or any Company Subsidiary; or
(iv) is or has been within the two years prior to the date hereof involved in any business arrangement or other contract (whether written or oral) with or relating to the Company or any Company Subsidiary (other than director, officer or employment relationships or as an equityholder of the Company).
(b) Except as set forth in Schedule 4.21(b) of the Disclosure Schedules, neither the Company nor any Company Subsidiary has Liability of any nature whatsoever to any Seller or to any shareholder, officer or director of the Company of the Company Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any Seller or any shareholder, officer or director of the Company or the Company Subsidiary.
Certain Interests. 20 Section 3.21
Certain Interests. Except as set forth in Schedule 3.1 and Schedule 3.9, no Affiliate of Seller, any Subsidiary or any Seller Partnership, nor any of their respective officers, Trust Managers, directors or partners, nor any Associate of any such individual, has any material interest in any property used in or pertaining to the respective businesses of Seller, any Subsidiary or any Seller Partnership. Except as set forth in Schedule 3.1 and Schedule 3.9, no such Person is indebted or otherwise obligated to Seller, any Subsidiary or any Seller Partnership. Except as set forth in Schedule 3.9, Seller, Subsidiaries and Seller Partnerships are not indebted or otherwise obligated to any such Person, except for amounts due under normal arrangements applicable to all employees generally as to salary or reimbursement of ordinary business expenses not unusual in amount or significance. Except as set forth in Schedule 3.1 and Schedule 3.9, there are no material transactions between Seller, any Subsidiary or any Seller Partnership and any Affiliate of Seller, any Subsidiary or any Seller Partnership or any Associate of any such Affiliate that have continuing obligations of any party thereunder. Except as set forth in Schedule 3.9, the consummation of the transactions contemplated by this Agreement will not (either alone, or upon the occurrence of any act or event, or with the lapse of time, or both) result in any compensation or severance or other payment or benefit arising or becoming due from Seller, any Subsidiary or any Seller Partnership or any of its assigns to any Person.
Certain Interests. (a) No stockholder, officer or director of the Company or any Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, officer or director:
(i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company or any Subsidiary, provided, however, that the ownership of securities representing no more than 1% of the outstanding voting power of any competitor, supplier or customer, that are also listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" so long as the Person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property that the Company or any Subsidiary uses or has used in the conduct of the Business or otherwise; or (iii) has outstanding any Indebtedness to the Company or any Subsidiary.
(b) Except as set forth in Section 3.28(b) of the Disclosure Schedule, neither the Company nor any Subsidiary has any Liability or any other obligation of any nature whatsoever to any officer, director or stockholder of the Company or any Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or stockholder.
Certain Interests. (a) To the knowledge of the Company, no officer or director of the Company and, no immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, any such officer or director:
(i) has any direct or indirect financial interest in any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of the Company; provided, however, that the ownership of securities -------- ------- representing no more than one percent (1%) of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are listed on any national securities exchange or traded actively in the national over-the-counter market, shall not be deemed to be a "financial interest" as long as the person owning such securities has no other connection or relationship with such competitor, supplier, agent, distributor or customer;
(ii) owns, directly or indirectly, in whole or in part, or has any other interest, in any tangible or intangible property which the Company uses in the conduct of its business (except for any such ownership or interest resulting from the ownership of securities in a public company);
(iii) has any claim or cause of action against the Company; or
(iv) has outstanding any indebtedness to the Company.
(b) Except for the payment of employee compensation in the ordinary course of business, consistent with past practice, the Company does not have any liability to any officer or director of the Company or, to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.
