Common use of Transactions with Related Persons Clause in Contracts

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the Company does not have outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. (a) Except as set forth otherwise disclosed in Schedule 3.18 hereto, there are no agreements, understandings or proposed transactions of the Company or any Subsidiary with, and no debts, obligations or liabilities of the Company or any Subsidiary owed to, any of their respective officers, directors, shareholders, employees, consultants or Affiliates or any Affiliate thereof other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any such Subsidiary and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company or any such Subsidiary). None of the officers, directors or shareholders of the Company or any Subsidiary, or any members of their immediate families or any of their Affiliates, is indebted to, or has any cause of action or legal claim against, the Company or any Subsidiary or, to the best knowledge of the Company, has any direct or indirect ownership interest in any Person with which the Company or any Subsidiary is affiliated or with which the Company or any Subsidiary has a business relationship, or any Person which competes with the Company or any Subsidiary, except that officers, directors and/or shareholders of the Company or any Subsidiary may own stock in publicly traded companies which may compete with the Company or any Subsidiary. No officer, director or shareholder of the Company or any Subsidiary, or any member of their immediate families or any of their Affiliates, is, directly or indirectly, interested in any material contract with the Company or any Subsidiary. Except as otherwise disclosed in Schedule 4.213.18, neither the Company nor any of its AffiliatesSubsidiary is a guarantor, nor any officer, director, indemnitor or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member contributor of any indebtedness or liability of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the Company does not have outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.214.21 of the Company Disclosure Schedules, neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.214.21 of the Company Disclosure Schedules, the Company does not have outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, 3.23 of the Disclosure Schedules neither the Company Seller nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any Affiliate of its AffiliatesSeller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with the CompanyCompany or any Subsidiary, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the CompanyCompany or a Subsidiary), (b) providing for the rental of real or personal property from or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company or any Subsidiary in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.23 of the Disclosure Schedules, neither the Company does not have nor any Subsidiary has any outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business Business of the Company. The Company’s assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities Liabilities of the Company do not include any payable or other obligation or commitment to any Related Person. Schedule 3.23 of the Disclosure Schedules specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.23 of the Disclosure Schedules that cannot be terminated upon sixty (60) days’ notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practicebusiness) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the Company does not have outstanding any Contract or other arrangement or commitment with any Related PersonPerson (other than employment agreements), and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in material to the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21‎4.21, neither the no Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its AffiliatesCompany, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is not presently, or nor in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21‎4.21, the Company does not have has no outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.214.20 of the Company Disclosure Schedules, neither contemplated by this Agreement, the Reorganization, any of the Ancillary Documents, or in connection with the transactions contemplated hereby and thereby and, for the avoidance of doubt, any Company Benefit Plan or at-will employment arrangements with employees entered into in the ordinary course of business consistent with past practice, including all non-competition, severance and indemnification agreements, no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property personal property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two five percent (25%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, 4.20 of the Company does not have Disclosure Schedules, no Target Company has any outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Target Company. The assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Company Target Companies do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary Section 4.22 of the Company or any of its AffiliatesDisclosure Letter, nor any immediate family member and except for in the case of any employee, officer or director, of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any employment Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company Benefit Plans made in the ordinary course of business consistent with past practicepractice or except as set forth in the Company Financials, no Target Company is a party to any material transaction or Contract with any (a) present or former executive officer or director of any Related Person or any Person in which any Related Person has an interest as an ownerof the Target Companies, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than b) beneficial owner (within the ownership meaning of securities representing no more than two percent (2%Section 13(d) of the outstanding voting power Exchange Act) of 5% or economic interest more of a publicly traded company)the capital stock or equity interests of any of the Target Companies or (c) any Affiliate, “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing; provided that, in each case of the foregoing, excluding any transaction or Contract between or among the Company’s Subsidiaries or between or among the Company and any of its Subsidiaries. Except as set forth on Schedule 4.21, in the Company does not have outstanding any Contract Financials or other arrangement or commitment with any Related Personas set forth on Section 4.22 of the Company Disclosure Letter: (i) to the Knowledge of the Company, and no Related Person owns or any real property Affiliate of a Related Person has, directly or Personal Propertyindirectly, or right, tangible or intangible (including Intellectual Property) which is used a material economic interest in the business any Contract with any of the Company. The Target Companies (other than such Contracts that relate to any such Person’s ownership of the Company Common Shares or other equity interests of any Target Company as set forth on Section 4.03(a) of the Company Disclosure Letter or such Person’s employment or consulting arrangements with the Target Companies); and (ii) the assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Company Target Companies do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.216.21, neither the no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”, which shall not include entities that would otherwise be included in such definition solely by virtue of the ownership of securities of such entity representing no more than two percent (2%) of the outstanding voting power or economic interest by a Related Person) is presently, or in the past three (3) years, has been, a party to any transaction with the a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest interest; provided, however that no disclosure shall be required under this Section 6.21 with respect to the foregoing clauses (a), (b) or (c) with respect to ordinary course arms-length transactions between a Target Company, on the one hand, and any portfolio company of any venture capital, private equity, angel or strategic investor in the Company or Target Company, on the other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)hand. Except as set forth on Schedule 4.216.21, the no Target Company does not have has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Target Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.215.21, neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.215.21, the Company does not have has no outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any material receivable or other obligation from a Related Person, and the liabilities of the Company do not include any material payable or other obligation or commitment to any Related Person. Schedule 5.21 lists each Contract or other arrangement or commitment between the Company and any Related Person of the Company. Each Contract or other arrangement listed on Schedule 5.21 was entered into at arms’ length and in the ordinary course of business on commercially reasonable terms and is reasonably necessary for the operation of the business as presently conducted and as currently contemplated to be conducted.

Transactions with Related Persons. Except as set forth on Schedule 4.213.18, neither the Company no Seller nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the any RHI Company or any Affiliate of its Affiliatesa Seller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with the a RHI Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the such RHI Company), (b) providing for the rental of real or personal property from or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the such RHI Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.18, the no RHI Company does not have has any outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Company’s business. The RHI Companies’ assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities Liabilities of the Company RHI Companies do not include any payable or other obligation or commitment to any Related Person. Schedule 3.18 specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.18 that cannot be terminated upon sixty (60) days’ notice by the RHI Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.21Schedule‎ 4.22(i), neither the no Target Company nor any of its Affiliates, nor any officer, director, employee, 5% equityholder or a beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or or, to the Knowledge of the Company, indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, years has been, a party to any transaction with the a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the a Target Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two three percent (23%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21Schedule‎ 4.22(ii), no Target Company is directly or, to the Company does not have outstanding Knowledge of the Company, indirectly a party to any Contract or other arrangement or commitment with any Related PersonPerson or any equityholder of the Company (including any management rights letter, side letter, shareholders’ agreement, voting agreement, registration rights agreement, co-sale agreement or other similar Contract of any Target Company, including any Contract granting any equityholder of the Company investor rights, veto rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights, but excluding, for the avoidance of doubt, the Ancillary Documents) (the Contracts required to be disclosed on Schedule‎ 4.22(ii), other than the Shareholders’ Rights Agreement which will be amended by the Amended SRA and any other Ancillary Documents, the “Company Investor Agreements”), and, to the Knowledge of the Company, no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Target Company. The assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Company Target Companies do not include any payable or other obligation or commitment to any Related Person. Schedule‎ 4.22 identifies with an asterisk (*) those Contracts, arrangements or commitments with Related Persons that cannot be terminated upon sixty (60) days’ notice by the Target Companies without penalty. Except as set forth on Schedule‎ 4.22(iii), all transactions since the incorporation of the Company between the Company and Related Persons that require approvals pursuant to Sections 268 to 284 of the Israeli Companies Law, or pursuant to the Company’s Articles of Association (as in effect at the relevant time) have been duly approved. No officer or director of any Target Company: (i) has, to the Company’s Knowledge, any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, (A) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of any Target Company or (B) any other entity in any material business arrangement or relationship with any Target Company; provided, however, that the ownership of securities listed on any national securities exchange representing less than 2% of the outstanding voting power of any Person shall not be deemed to be a “financial interest” in any such Person; (ii) has, to the Company’s Knowledge, any interest in any property, asset or right used by the Target Company for the business; (iii) has outstanding any Indebtedness owed to any Target Company; or (iv) has received any funds from the Target Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the such Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the such Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three two (32) years, has been, a party to any transaction with the such Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the such Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (dc) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the such Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the such Company does not have has no outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the such Company. The assets of the such Company do not include any material receivable or other obligation from a Related Person, and the liabilities of the such Company do not include any material payable or other obligation or commitment to any Related Person. Schedule 4.21 lists each Contract or other arrangement or commitment between such Company and any Related Person of such Company. Each Contract or other arrangement listed on Schedule 4.21 was entered into by such Company at arms’ length and in the ordinary course of business on commercially reasonable terms and is reasonably necessary for the operation of the business as presently conducted and as currently contemplated to be conducted.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither Neither the Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.215.21, the Company does not have outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the no Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any of its AffiliatesCompany, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is not presently, or nor in the past three (3) years, has been, a party to any transaction with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the Company does not have has no outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities of the Company do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, 3.23 of the Disclosure Schedules neither the Company Seller nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the Company, manager, employee, trustee or beneficiary of the Company or any Affiliate of its AffiliatesSeller, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “"Related Person”") is presently, or in the past three (3) years, years has been, a party to any transaction with the CompanyCompany or any Subsidiary, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the CompanyCompany or a Subsidiary), (b) providing for the rental of real or personal property from or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company or any Subsidiary in the ordinary course Ordinary Course of business consistent with past practiceBusiness) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company)interest. Except as set forth on Schedule 4.213.23 of the Disclosure Schedules, neither the Company does not have nor any Subsidiary has any outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Propertypersonal property, or right, tangible or intangible (including Intellectual Property) which is used in the business Business of the Company. The Company's assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities Liabilities of the Company do not include any payable or other obligation or commitment to any Related Person. Schedule 3.23 of the Disclosure Schedules specifically identifies all Contracts, arrangements or commitments set forth on Schedule 3.23 of the Disclosure Schedules that cannot be terminated upon sixty (60) days' notice by the Company party thereto without cost or penalty.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither the no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the a Target Company, manager, employee, trustee or beneficiary of the a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the a Target Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, the no Target Company does not have has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Target Company. The assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Company Target Companies do not include any payable or other obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.21, neither Section 5.21 of the Company nor any of its AffiliatesDisclosure Schedules, nor any no officer, director, director or beneficial owner of 5shareholder holding greater than 10% or more of the equity of the Company, manager, employee, trustee or beneficiary ’s Ordinary Shares on a fully diluted basis of the Company or any Target Company or any of its their respective Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) ), is presently, or in the past three (3) years, has been, a party to any transaction with the Company or a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Company or a Target Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the Company to or from, or (dc) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Company or a Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest a position as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect ownership interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company), in each case, other than any Ancillary Document. Except as set forth on Schedule 4.21, Section 5.21 of the Company does not have Disclosure Schedules, or as contemplated by or provided for in any Ancillary Document, neither the Company nor any Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or material Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the Company or any Target Company. The Except as set forth on Section 5.21 of the Company Disclosure Schedules, or as contemplated by or provided for in any Ancillary Document, the assets of the Company and the Target Companies do not include any material receivable or other material obligation from a Related Person, and the liabilities Liabilities of the Company and the Target Companies do not include any material payable or other material obligation or commitment to any Related Person.

Transactions with Related Persons. Except as set forth on Schedule 4.215.21, neither the no Target Company nor any of its Affiliates, nor any officer, director, or beneficial owner of 5% or more of the equity of the a Target Company, manager, employee, trustee or beneficiary of the a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with the a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property or the license of Intellectual Property from, (c) granting or receiving any right or interest in any asset of the a Target Company to or from, or (d) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.215.21, the no Target Company does not have has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of the any Target Company. The assets of the Company Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Company Target Companies do not include any payable or other obligation or commitment to any Related Person.