Certain Interests Sample Clauses

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 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. (a) Except as set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of CGI or any CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which 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 which CGI or any CGI Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to CGI or any CGI Subsidiary. (b) Except as set forth in Section 5.18(b) of the CGI Disclosure Schedule, neither CGI nor any CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer or director of CGI or any CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken.

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. 22 SECTION 3.20

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. 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. Seller’s Disclosure Letter sets forth a description of each instance in which an officer or director of Seller (a) has any material interest in any property, real or personal, tangible or intangible, used by or in connection with the business of Seller; (b) is indebted to Seller except for normal business expense advances; or (c) is a creditor (other than as a deposit holder) of Seller except for amounts due under normal salary and related benefits or reimbursement of ordinary business expenses. Except as set forth in the Seller’s Disclosure Letter, all such arrangements are arm’s length transactions pursuant to normal commercial terms and conditions and comply with all Rules.

Certain Interests. (a) No holder of greater than 5% of the voting power of the Company or any officer or director of the Company and, to the knowledge of the Company and the Principal Shareholder, 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 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 creditor, competitor, supplier manufacturer, agent, representative, distributor 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 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) to the knowledge of the Company and the Principal Shareholder has any claim or cause of action against the Company; or (iv) except as set forth in Section 3.19(a) of the Company Disclosure Schedule, 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 or any other obligation of any nature whatsoever to any Company Shareholder or to any officer or director of the Company or, to the knowledge of the Company and the Principal Shareholder, to any immediate relative or spouse (or immediate relative of such spouse) of any such officer or director.