Absence of Certain Agreements and Practices Clause Samples

Absence of Certain Agreements and Practices. (a) Except as set forth in Viewlocity Disclosure Schedule 3.17 or in connection with customary transactions in the ordinary course of business, no present or former Affiliate or stockholder of Viewlocity or any of the Viewlocity Subsidiaries: (i) owes money to Viewlocity or any of the Viewlocity Subsidiaries; (ii) has any claim (as defined in Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Viewlocity or any of the Viewlocity Subsidiaries; (iii) has any interest in any property or assets used by Viewlocity or any of the Viewlocity Subsidiaries in their business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated in this Agreement; (v) has any agreement with Viewlocity or any of the Viewlocity Subsidiaries that is not terminable by Viewlocity or any of the Viewlocity Subsidiaries without penalty or notice; (vi) has any agreement providing severance benefits or other benefits, which are conditioned upon termination of employment after a change of control regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement. (b) Neither Viewlocity, nor any of the Viewlocity Subsidiaries, nor to Viewlocity’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other Person acting on behalf of Viewlocity or the Viewlocity Subsidiaries, has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of Viewlocity or the Viewlocity Subsidiaries, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures, relating to political activities to government officials or others in violation of any Applicable Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of Viewlocity or the Viewlocity Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Disclosure Schedule 4.16 or in ------------------------------- connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of Seller: (i) owes money to Seller; (ii) has any claim against Seller; (iii) has any interest in any property or assets used by Seller in its business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated herein; (v) has any agreement with Seller that is not terminable by Seller without penalty or notice; (vi) has any agreement providing severance benefits or other benefits, which are conditioned upon a change of control after the termination of employment of such employee regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement. (b) Neither Seller nor any of its directors, officers, agents, affiliates or employees, nor any other person acting on behalf of Seller has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of Seller, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of Seller.

Absence of Certain Agreements and Practices. Except as set forth in ------------------------------------------- Transferor Disclosure Schedule 5.17, or in connection with customary ----------------------------------- transactions in the ordinary course of business, no present or former officer, director or shareholder of the Transferor: (i) has made any claim (as defined in ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code) against the Division or, the Transferor's Knowledge, has any basis for any such claim; (ii) has any interest in any of the Transferred Assets; and (iii) has any benefits that are contingent on the transactions contemplated by this Agreement and the other Contribution Agreements, other than as stated herein.

Absence of Certain Agreements and Practices. Neither the Shareholders, the Company, its directors, officers or employees, nor to the Company's Knowledge, its agents, affiliates, nor any other person acting on behalf of the Company, has (a) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the Business, (b) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws in connection with the Business or (c) received any unlawful contributions, payments, gifts or expenditures in connection with the Business.

Absence of Certain Agreements and Practices. With respect to the Business, and to the knowledge of the Sellers, neither the Sellers, their respective directors, officers, employees agents, affiliates, nor any other person acting on behalf of the Sellers, has (a) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws in connection with the Business or (b) received any unlawful contributions, payments, gifts or expenditures in connection with the Business.

Absence of Certain Agreements and Practices. (a) Except as set forth in Company Disclosure Schedule 5.18(a) or in connection with customary transactions in the ordinary course of business, no present or former officer, director or shareholder of the Company: (i) owes money to the Company;

Absence of Certain Agreements and Practices. Except as set forth on Company Disclosure Schedule 3.14, neither the Company, its employees, directors or officers, its agents, affiliates, nor any other person acting on behalf of the Company has (a) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the Business, (b) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures relating to political activities to government officials or others in violation of any applicable Laws in connection with the Business or (c) received any unlawful contributions, payments, gifts or expenditures in connection with the Business.

Absence of Certain Agreements and Practices. (a) Except as set forth in Tilion Disclosure Schedule 3.15 or in connection with customary transactions in the ordinary course of business, no present or former director, officer or other “affiliate” of such director or officer, as the term is defined in Section 14A of the Securities and Exchange Act of 1934, as amended (an “Affiliate”) or stockholder of Tilion or any of the Tilion Subsidiaries: (i) owes money to Tilion or any of the Tilion Subsidiaries; (ii) has any claim (as defined in Section 101 of the U.S. Bankruptcy Code) or other right or cause of action against Tilion or any of the Tilion Subsidiaries; (iii) has any interest in any property or assets used by Tilion or any of the Tilion Subsidiaries in their business; (iv) has any benefits that are contingent on the transactions contemplated by this Agreement, other than as stated in this Agreement or otherwise disclosed hereunder; (v) has any agreement with Tilion or any of the Tilion Subsidiaries that is not terminable by Tilion or any of the Tilion Subsidiaries without penalty or notice; (vi) has any agreement providing severance benefits or other benefits, which are conditioned upon the termination of employment after a change of control regardless of the reason for such termination of employment; or (vii) has any agreement or plan, any of the benefits of which will be increased, vested or accelerated by the occurrence of any of the transactions contemplated by this Agreement. (b) Neither Tilion, nor any of the Tilion Subsidiaries, nor to Tilion’s Knowledge, their directors, officers, agents, affiliates or employees, nor any other Person acting on behalf of Tilion or the Tilion Subsidiaries, has (i) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of Tilion or the Tilion Subsidiaries, (ii) used any corporate funds for contributions, payments, gifts or entertainment, or made any expenditures, relating to political activities to government officials or others in violation of any Applicable Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of Tilion or the Tilion Subsidiaries.

Absence of Certain Agreements and Practices. (a) Except as set forth in Seller Disclosure Schedule 4.19 or in connection with customary transactions in the ordinary course of business or transactions between Seller and either of the Priority Subs reflected in the Seller Financial Statements or Seller Disclosure Schedule 4.4A, no officer, director or shareholder of Seller or any of its Subsidiaries: (i) owes money to Seller or any of its Subsidiaries; (ii) has any claim against Seller or any of its Subsidiaries; (iii) has any interest in any property or assets used by Seller or any of its Subsidiaries in its or their business; or (iv) has any agreement with Seller or any of its Subsidiaries that is not terminable by Seller or any of its Subsidiaries without penalty or notice. The Shareholders hereby waive, to the fullest extent of applicable Laws, any and all such claims, agreements, benefits and rights to any and all of the above which they ever had or may now have against Seller (with the sole exception of Shareholders' rights under the Note prior to the Effective Time), Parent and their respective past, present and future Subsidiaries, directors, officers, employees and agents. (b) Since January 1, 1993, neither Seller, any of its Subsidiaries, nor any of its or their directors, officers, agents, affiliates or employees, nor any other person acting on behalf of Seller or its Subsidiaries has (a) given or agreed to give any gift or similar benefit having a value of $1,000 or more to any customer, supplier or governmental employee or official or any other person, for the purpose of directly or indirectly furthering the business of Seller or its Subsidiaries, (b) used any corporate funds for contributions, payments, gifts or entertainment, or made any