Arrangements with Affiliates. (a) Except as set forth in Section 3.24(a) of the Disclosure Schedules, none of the Sellers nor the Company nor any of their respective Affiliates or Representatives, nor any of the Sellers’ or the Company’s respective stockholders, members, partners or other equity holders, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or client of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship. (b) Section 3.24(b) of the Disclosure Schedules sets forth all Contracts and non-contractual arrangements between or involving the Company (on the one hand) and (i) any Seller, (ii) any Affiliate or Representative of any Seller (other than the Company), or (iii) any of the aforementioned Persons’ respective stockholders, members, partners, Immediate Family Members or other equity holders (such Persons, collectively, the “Affiliated Persons”) (on the other hand). (c) Section 3.24(c) of the Disclosure Schedules sets forth the parties to and the date, nature and amount of each transaction involving the transfer of any cash, property or rights to or from the Company from, to or for the benefit of any Affiliated Person during the past three (3) years, and any existing commitments of the Company to engage in the future in any such transactions with any Affiliated Person. (d) Except as set forth in Section 3.24(d) of the Disclosure Schedules, no Affiliated Person has provided or currently provides credit enhancements, guaranties, assets or rights to use assets as collateral or any other assistance to facilitate or support transactions or the business of the Company. Each Contract between the Company (on the one hand) and any Affiliated Person (on the other hand) is on commercially reasonable terms no more favorable to such Affiliated Person than what any third-party negotiating on an arm’s-length basis would expect.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Arrangements with Affiliates. (a) Except as set forth in Section 3.24(a) 3.24 of the Disclosure Schedules, none of the Sellers Seller nor the Company nor any of their respective Affiliates or Representatives, nor any of the Sellers’ or the Company’s respective stockholders, members, partners or other equity holders, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or client customer of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship.
(b) Section 3.24(b) of the Disclosure Schedules sets forth all Contracts and non-contractual arrangements between or involving the Company (on the one hand) and (i) any SellerShareholder, (ii) any Affiliate or Representative of any Seller Shareholder (other than the Company), or (iii) any of the aforementioned Persons’ respective stockholders, members, partners, Immediate Family Members or other equity holders (such Persons, collectively, the “Affiliated Persons”) (on the other hand).
(c) Section 3.24(c) of the Disclosure Schedules sets forth the parties to and the date, nature and amount of each transaction involving the transfer of any cash, property or rights to or from the Company from, to or for the benefit of any Affiliated Person during the past three (3) years, and any existing commitments of the Company to engage in the future in any such transactions with any Affiliated Person.
(d) Except as set forth in Section 3.24(d3.24(c) of the Disclosure Schedules, no Affiliated Person has provided or currently provides credit enhancements, guaranties, assets or rights to use assets as collateral or any other assistance to facilitate or support transactions or the business of the CompanyBusiness. Each Contract between the Company (on the one hand) and any Affiliated Person (on the other hand) is on commercially reasonable terms no more favorable to such Affiliated Person than what any third-party negotiating on an arm’s-length basis would expect.
Appears in 1 contract
Sources: Asset Purchase Agreement (Kingsway Financial Services Inc)