Common use of Absence of Certain Agreements and Practices Clause in Contracts

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. (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 hereinin this Agreement; (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 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 expenditures, relating to political activities to government officials or others in violation of any applicable 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. (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 Stockholder 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 hereinin this Agreement; (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 Seller, has (i) given or agreed to give any gift or similar benefit having a value of $1,000 5,000 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 expenditures, relating to political activities to government officials or others in violation of any applicable Applicable Laws, or (iii) received any unlawful contributions, payments, gifts or expenditures in connection with the business of Seller.