Common use of Certain Interests Clause in Contracts

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 disclosed set forth in Schedule 3.20Section 5(s) of the Disclosure Schedule, to the best knowledge of Issuer, no officer stockholder, director, officer, or director Key Employee of ERC, the LLC Issuer or any Subsidiary and Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer stockholder, director, officer, or director: Key Employee, and no Affiliate of any such Person: (i) has any direct or indirect financial interest in any competitor, customer, or supplier or customer of ERC, the LLC Issuer 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 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 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 ERCbelonging to or used, the LLC held for use, or intended to be used by Issuer or any Subsidiary uses or has 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 its business Issuer or otherwiseany Subsidiary; or or (iii) has outstanding any material indebtedness to ERC, the LLC Issuer or any Subsidiary. (b) . Except as disclosed set forth in Schedule 3.20(b), no officer or director Section 5(s) 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)Disclosure Schedule, neither ERC, the LLC Issuer nor any Subsidiary has any liability Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or shareholder Key Employee of ERC, the LLC Issuer or any Subsidiary or Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or shareholderKey Employee, or to any Affiliate of any such Person; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. (a) Except as disclosed set forth in Schedule 3.20Section 3.12(a) of the Company Disclosure Schedule, no neither the Company nor any Subsidiary nor, to the knowledge of the Company, any stockholder, officer or director of ERC, the LLC Company or any Subsidiary (excluding, in all cases, venture capital funds or institutional investors and no 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 ERC, the LLC 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 one 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 which ERCbelonging to or used, held for use or intended to be used by the LLC Company or any Subsidiary uses or has 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 its business or otherwise; or (iii) has outstanding any material indebtedness to ERCof, the LLC or any Subsidiarybusiness and operations of the Business. (b) Except as disclosed set forth in Schedule 3.20(b)Section 3.12(b) of the Company Disclosure Schedule, no officer officer, director or director stockholder of ERC, the LLC Company or any Subsidiary and Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director stockholder, and no affiliate of any such person has outstanding any indebtedness Indebtedness to the ERC ShareholdersCompany or any Subsidiary. (c) Except for the Bridge Notes and the 1997 Notes and except as disclosed set forth in Schedule 3.20(c)Section 3.12(c) of the Company Disclosure Schedule, neither ERC, the LLC Company nor any Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder stockholder of ERC, the LLC Company or any Subsidiary or Subsidiary, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer, director or shareholderstockholder, or to any affiliate of any such person.

Certain Interests. (a) Except as disclosed set forth in Schedule 3.20Section 5(s) of the Disclosure Schedule, to the best knowledge of Issuer, no officer stockholder, director, officer, or director Key Employee of ERC, the LLC Issuer or any Subsidiary and Subsidiary, no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer stockholder, director, officer, or director: Key Employee, and no Affiliate of any such Person: (i) has any direct or indirect financial interest in any competitor, customer, or supplier or customer of ERC, the LLC Issuer or any Subsidiary, ; provided, however, that the ownership of securities representing no more than one percent of the outstanding 9 9 voting power of any competitor, supplier 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 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 ERCbelonging to or used, the LLC held for use, or intended to be used by Issuer or any Subsidiary uses or has 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 its business Issuer or otherwiseany Subsidiary; or or (iii) has outstanding any material indebtedness to ERC, the LLC Issuer or any Subsidiary. (b) . Except as disclosed set forth in Schedule 3.20(b), no officer or director Section 5(s) 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)Disclosure Schedule, neither ERC, the LLC Issuer nor any Subsidiary has any liability Liability or any other obligation of any nature kind, nature, or description whatsoever to or on behalf of any stockholder, director, officer, director or shareholder Key Employee of ERC, the LLC Issuer or any Subsidiary or Subsidiary, or, to the best knowledge of Issuer, to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such stockholder, director, officer, director or shareholderKey Employee, or to any Affiliate of any such Person; except for Liabilities relating to: (A) the payment of salary for services rendered; (B) the reimbursement of reasonable and necessary business expenses incurred on behalf of Issuer or such Subsidiary; and (C) the payment or grant of other standard employee benefits made generally available to all employees of Issuer or such Subsidiary (including stock option agreements outstanding under any employee stock option plan approved by the board of directors of Issuer or such Subsidiary).

Certain Interests. (a) Except as disclosed in Schedule 3.20, no No stockholders of the Company or their affiliates or any officer or director of ERCthe Company and, to the LLC or any Subsidiary and knowledge of the Company, 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 competitorany, material supplier or material customer of ERC, the LLC or any SubsidiaryCompany, provided, however, that the ownership of securities representing no more than one percent 5% 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 as 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 Company uses or has used (and has a reasonable prospect of using in the future) in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); or (iii) except as set forth in Section 3.18(a)(iii) of the Company Disclosure Schedule, has outstanding any material indebtedness for money borrowed to ERC, the LLC or any SubsidiaryCompany. (b) Except as disclosed set forth in Schedule 3.20(b)Section 3.18(b) of the Company Disclosure Schedule, no except for the payment of employee compensation in the ordinary course of business, and other employment related matters, and matters related to officer or director service, including, without limitation, rights to indemnification, contribution, advancement of ERCexpenses and the like, 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 Company does not have any liability or any other obligation of any nature whatsoever to any officer, director or shareholder stockholder of ERC, the LLC Company or any Subsidiary affiliate thereof or 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) who resides withof any such officer or director. The foregoing does to apply to or address any liability or obligation (i) to the stockholders of the Company or any of their affiliates or representatives or related persons or entities arising in connection with or related to the transactions contemplated by that certain Series A Stock Purchase Agreement dated as of December 4, 1998, or is otherwise derivative therefrom, or (ii) to a dependent of, any such officer, director or shareholderstockholder as a stockholder.

Certain Interests. (a) Except as disclosed in set forth on Schedule 3.203.17(a) of the Company Disclosure Schedule, no Management Seller, and, to the Management Sellers’ knowledge, no other Seller, any director or officer or director of ERC, the LLC Company or any Subsidiary and no relative or spouse (or relative of such spouse) who resides withits Subsidiaries, or is a dependent of, any spouse of any such Seller, officer or director: (i) has any direct or indirect financial interest in any competitor, supplier Competing Business or customer of ERC, the LLC or any Subsidiary, Material Supplier; provided, however, that the ownership of securities representing no more than one percent 1% of the outstanding voting power of any competitor, supplier Competing Business or customerMaterial Supplier, 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 ” as long as the person owning such securities has no other connection or relationship with such competitor, supplier Competing Business or customerMaterial Supplier; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any material tangible or intangible property which ERC, the LLC Company or any Subsidiary of its Subsidiaries uses or has used in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); or (iii) has outstanding any material indebtedness to ERC, the LLC Company or any Subsidiaryof its Subsidiaries. (b) Except as disclosed set forth on Schedule 3.17(b) of the Company Disclosure Schedule, and except for the payment of employee compensation in Schedule 3.20(b)the Ordinary Course of Business, no neither the Company nor any of its Subsidiaries has any Liability to any Management Seller or to any officer or director of ERC, the LLC Company or any Subsidiary and no of its Subsidiaries or, to Management Sellers’ knowledge, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, 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 shareholderother Seller.

Certain Interests. (a) Except as disclosed in Schedule 3.20, no No officer or director of ERC, the LLC Company or any Company Subsidiary and and, to the Company's knowledge, 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) director has any direct or indirect (excluding interests of a venture capital fund affiliated with any director of the Company) financial interest in any competitor, supplier or customer of ERC, the LLC Company or any Company Subsidiary, ; provided, however, that the ownership of securities representing no more than one percent 2% 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-over - the - counter market, shall not be deemed to be a "financial interest" so as long as the person Person owning such securities has no other connection or relationship with such competitor, supplier or customer;. (iib) No Shareholder or, to the Company's knowledge, any Affiliate thereof, and no officer or director, or former officer or director, of the Company or any Company Subsidiary and, to the knowledge of the Company, 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) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which ERC, the LLC Company or any Company Subsidiary uses or has used in the conduct of its business or otherwisebusiness; or (iiiii) 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 ShareholdersCompany or any Company Subsidiary. (c) Except for the payment of employee compensation in the ordinary course of business or as otherwise permitted by Section 5.1, and the rights of holders of Equity Interests in the Company in general, and except as disclosed in Schedule 3.20(c)Sections 3.11, neither ERC3.12 and 3.13 of the Company Disclosure Letter, the LLC nor any Subsidiary has Company and the Company Subsidiaries do not have any liability or any other obligation of any nature whatsoever whatsoever: (i) to any officerShareholder who beneficially owns 5% or more of the capital stock of the Company (on an as - converted to Company Common Stock basis) or 5% or more of the capital stock of any Company Subsidiary, director or, to the Company's knowledge, any Affiliate thereof, (ii) to any officer or shareholder director, or former officer or director, of ERC, the LLC Company or any Subsidiary or Company Subsidiary; (iii) to the knowledge of the Company, to any immediate relative or spouse (or immediate relative of such spouse) who resides with, or is a dependent of, of any such officerofficer or director; or (iv) to any other Shareholder or any shareholder of a Company Subsidiary, director except, for the purposes of this clause (iv) only, for any arm's length liability or shareholderobligation which does not exceed $5,000 individually.

Certain Interests. (a) Except as disclosed set forth in Schedule 3.20Section 3.18(a) of the Disclosure Schedule, no officer officer, director, shareholder or director Affiliate of ERCthe Company, the LLC any Subsidiary or any Subsidiary and no Seller, nor any Affiliate, relative or spouse (or relative of such spouse) who resides withofficer, director or is a dependent of, any such officer shareholder or directorAffiliate: (i) is a party to any agreement, contract, commitment, arrangement or transaction with the Company or any Subsidiary or is entitled to any payment or transfer of any Assets from the Company or any Subsidiary or has any direct or indirect interest in any Asset of the Company or any Subsidiary; (ii) has any direct or indirect financial interest in any competitor, supplier or customer of ERC, the LLC Company or any Subsidiary, Subsidiary or 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 also listed on any national securities exchange or traded actively in the national over-the-counter marketexchange, shall not be deemed to be a "“financial interest" ” so long as the person 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 Indebtedness to ERC, the LLC Company or any Subsidiary. (b) Except as disclosed set forth in Schedule 3.20(b), no officer or director Section 3.18(a) 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)Disclosure Schedule, neither ERC, the LLC Company nor any Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any Founder or Seller or to any officer, director or shareholder of ERC, the LLC Company or any Subsidiary or to any relative or spouse (or relative Affiliate of such spouse) who resides with, any Founder or is a dependent of, Seller or any such officer, director or shareholder. (c) All loans set forth in Section 3.18(a) of the Disclosure Schedule have been used solely for the personal expenses of the Founders and have not been used for any purpose relating to the Business conducted by the Company or any Subsidiary or otherwise as expenses of the Company or any Subsidiary.

Certain Interests. (a) Except as disclosed in Schedule 3.20To the Knowledge of the Company, no none of the shareholders of the Company owning 5% or more of the Company Common Stock (calculated on an As-Converted basis) or any officer or director of ERC, the LLC or any Subsidiary Company and no relative or spouse (or relative member of such spouse) who resides with, or person’s “immediate family” (as such term is a dependent of, any such officer or director:defined in Rule 16a-1 of the 1934 Act): (i) has been an officer, director or shareholder of any direct or indirect financial interest in any competitor, significant supplier or customer of ERCthe Company, or of any company which holds, directly or indirectly, 50% or more of the LLC outstanding shares of any such supplier or any Subsidiarycustomer, provided, however, that the ownership of securities representing no not more than one percent 1% 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 “shareholder” as long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) is a party to or directly or indirectly interested in any license, partnership or alliance agreement with the Company; (iii) 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 Company uses or has used in the conduct of its business or otherwiseotherwise (except for any such ownership or interest resulting from the ownership of securities in a public company); or (iiiiv) has outstanding any material indebtedness to ERC, the LLC or any SubsidiaryCompany. (b) Except as disclosed for the payment of employee compensation and consulting fees in Schedule 3.20(b), no officer or director the ordinary course of ERCbusiness, 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 Company does not have any liability or any other obligation of any nature whatsoever to any officer, director or shareholder of ERC, the LLC Company or any Subsidiary affiliate thereof or 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) who resides withof any such officer or director. (c) There have been no transactions between the Company and any Affiliate since the Company Balance Sheet Date. There are no agreements or understandings now in effect between the Company and any Affiliate. The Company Disclosure Schedule (x) states the amounts due from the Company to any Affiliate and the amounts due from any Affiliate to the Company, (y) describes the transactions out of which such amounts arose and (z) describes any interest of any Affiliate in any supplier or customer of, or is a dependent ofany other entity that has had business dealings with the Company since the Company Balance Sheet Date. After the Effective Time, there will be no obligations or other liabilities, including inter-company obligations, between the Company, on the one hand, and any such officerAffiliate, director or shareholderon the other hand.

Certain Interests. (a) Except as disclosed in Schedule 3.20Section 3.14(a) of the Disclosure Schedule, no officer or director of ERC, the LLC Company 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 Company or any Subsidiary, providedPROVIDED, howeverHOWEVER, 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 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 Company or any Subsidiary uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any material indebtedness Indebtedness to ERC, the LLC Company or any Subsidiary. (b) Except as disclosed in Schedule 3.20(b)Section 3.14(b) of the Disclosure Schedule, no officer or director of ERC, the LLC Company 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 Indebtedness to the ERC Shareholdersany Seller. (c) Except as disclosed in Schedule 3.20(c)Section 3.14(c) of the Disclosure Schedule, neither ERC, the LLC Company nor any Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any officer, except for compensation under a plan disclosed pursuant to Section 3.23, director or shareholder of ERC, the LLC 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 shareholder.

Certain Interests. (a) Except as disclosed in Schedule 3.20Section 3.16(a) of the Company Disclosure Schedule, no shareholder, officer or director of ERCthe Company, the LLC any Company Subsidiary or any Subsidiary Related Entity 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, supplier or customer of ERCthe Company, the LLC or any Company Subsidiary, providedany Related Entity or the Business; PROVIDED, howeverHOWEVER, that the ownership of securities representing no more than one five 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 marketexchange, shall not be deemed to be a "financial interest" so long as the person 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 ERCthe Company, the LLC any Company Subsidiary or any Subsidiary Related Entity uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any material indebtedness Indebtedness to ERCthe Company, the LLC any Company Subsidiary or any SubsidiaryRelated Entity. (b) Except as disclosed in Schedule 3.20(b)Section 3.02(b) of the Company Disclosure Schedule, no officer or director and except with respect to expense reimbursements due in the ordinary course of ERCbusiness, none of the LLC Company, any Company Subsidiary 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 Related Entity has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of ERCthe Company, the LLC any Company Subsidiary or any Subsidiary Related Entity 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 3.20Section 3.15(a) of the Disclosure Schedule, no officer or director of ERCthe Seller, the LLC Parent, 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 officer or director: (i) has any direct or indirect financial interest in any competitor, supplier or customer of ERC, the LLC Company 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 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 Company or any Subsidiary uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any material indebtedness Indebtedness to ERC, the LLC Company or any Subsidiary. (b) Except as disclosed in Schedule 3.20(b)Section 3.15(b) of the Disclosure Schedule, no officer or director of ERC, the LLC Company 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 Indebtedness to the ERC ShareholdersSeller. (c) Except as disclosed in Schedule 3.20(c)Section 3.15(c) of the Disclosure Schedule, neither ERC, the LLC Company nor any Subsidiary has any liability Liability or any other obligation of any nature whatsoever to any officer, director or shareholder of ERCthe Seller, the LLC 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 shareholder.