Affiliate Interests Sample Clauses
The Affiliate Interests clause defines the rights, obligations, or relationships of entities that are affiliated with the primary parties to an agreement, such as parent companies, subsidiaries, or entities under common control. This clause typically clarifies whether the terms of the contract extend to these affiliates, for example, by specifying if affiliates can benefit from or are bound by certain provisions, or by outlining how transactions involving affiliates are to be handled. Its core practical function is to ensure clarity regarding the scope of the agreement and to prevent disputes about whether affiliates are included or excluded from contractual rights and responsibilities.
Affiliate Interests. Except as set forth in the Company Disclosure Letter, no employee, officer or director, or former employee, officer or director of the Company has any interest in any property, tangible or intangible, including without limitation, patents, trade secrets, other confidential business information, trademarks, service marks or trade names, used in or pertaining to the business of the Company, except for the normal rights of employees and stockholders.
Affiliate Interests. None of the Shareholders nor any employee, consultant, officer or director, or former shareholder, employee, consultant, officer or director, of the Company or any of its subsidiaries has any interest, direct or indirect, in any property, tangible, or intangible, including, without limitation, patents, trade secrets, other confidential business information, trademarks, service marks or trade names used in or pertaining to the business of the Company or any of its subsidiaries, except for the normal rights of a shareholder and as set forth in Section 2.19 of the Company Disclosure Schedule.
Affiliate Interests. (a) Except as disclosed by the Company SEC Documents and except for services provided by the directors and executive officers of the Company and its Subsidiaries in their capacities as such and the compensation paid therefor, the Disclosure Memorandum with specific reference to this Section, sets forth all amounts paid (or deemed for accounting purposes to have been paid) and services provided by the Company and its Subsidiaries to, or received by the Company and its Subsidiaries from, any affiliate of the Company or any Subsidiary since December 31, 1993 and all such amounts currently owed by the Company or any Subsidiary to, or to the Company or any Subsidiary by, any affiliate of the Company or any Subsidiary. For purposes of this Agreement, the term "affiliate" shall have the meaning ascribed thereto in Rule 405 of the Securities Act.
(b) Each contract, agreement, plan or arrangement between the Company or any Subsidiary on the one hand, and any affiliate of the Company or any Subsidiary or affiliate thereof, on the other hand ("Affiliate Arrangements") is disclosed in the Disclosure Memorandum with specific reference to this Section or Section 3.18(a). Except as disclosed in the Disclosure Memorandum with specific reference to this Section or Section 3.18(a), each of the transactions described in Section 3.18(a) and each of the Affiliate Arrangement was entered into in the ordinary course of business and on commercially reasonable terms and conditions.
Affiliate Interests. Neither Seller nor any employee, debt-holder or affiliate of Seller:
(a) owns any interest (other than through the ownership of five percent or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) in any Person which is a competitor, supplier or customer of any business relating to the Assets;
(b) owns, in whole or in part, any property, asset or right used in connection with the research, development, manufacture, marketing and sales relating to the Assets, or products resulting from the Assets;
(c) has an interest in any Contract pertaining to the Assets; or
(d) owes any money to, or is owed any money by, the Seller.
Affiliate Interests. Except as disclosed on Schedule 4.21, neither Target is a party to any transaction with: (a) any employee, officer, or director of either Target, (b) any relative of any such employee, officer, or director, or (d) any Person that, directly or indirectly, is controlled by or under common control with either Target or with any such employee, officer, director, or relative, including without limitation any contract, agreement or other arrangement (i) providing for the furnishing of services by such person, (ii) providing for the rental of real or personal property from or to such person, (iii) providing for the guaranty of any obligation of such person, (iv) requiring any payment to such person which will continue beyond the Closing Date, or (v) establishing any right or interest of such person in any of the Assets.
Affiliate Interests. Except as disclosed in Schedule 4.3(v), the Company is not a party to any transaction with (a) any Stockholder, (b) any employee, officer or director of the Company, (c) any relative of any Stockholder or of any such employee, officer or director, or (d) any entity, corporation or partnership that, directly or indirectly, is controlled by or under common control with any Stockholder or with any such employee, officer, director or relative, including without limitation any contract, agreement or other arrangement (i) providing for the furnishing of services by such person, (ii) providing for the rental of real or personal property from or to such person, (iii) providing for the guaranty of any obligation of such person, (iv) requiring any payment to such person which will continue beyond the Closing Date, or (v) establishing any right or interest of such person in any of the assets or rights of the Company.
Affiliate Interests. Except as provided in Schedule 4.18, Seller is not a party to any transaction with: (a) any of the Shareholders, or any employee, officer, or director of Seller, (b) any relative of any of the Shareholders or (c) any Person that, directly or indirectly, is controlled by or under common control with Seller or with any such employee, officer, director, manager or relative, including without limitation any contract, agreement or other arrangement (i) providing for the furnishing of services by such person, (ii) providing for the rental or use of real or personal property from or to such person, (iii) providing for the guaranty of any obligation of such person, (iv) requiring any payment to such person which will continue beyond the Closing Date or (v) establishing any right or interest of such person in any of the Transferred Assets.
Affiliate Interests. (a) Schedule 4.23 sets forth all amounts paid (or deemed for accounting purposes to have been paid) and services provided by the Company or any Subsidiary to, or received by the Company or any Subsidiary from, any affiliate of the Company or any Subsidiary during the last fiscal year for products or services (including any charge for administrative, purchasing, financial or other services) and all such amounts currently owed by the Company or any Subsidiary to, or to the Company or any Subsidiary by, any affiliate of the Company or any Subsidiary, in each case where the amount paid or the value of the services provided exceeds $25,000.
(b) Each contract, agreement or arrangement between the Company or any Subsidiary, on the one hand, and the Seller or any affiliate of the Seller (other than the Company or any Subsidiary) or any shareholder, officer or director of the Seller, the Company, any Subsidiary or any affiliate of the Seller, on the other hand ("Affiliate Agreements"), in each case where the amount paid or the value of the services provided exceeds $25,000 is described in Schedule 4.23(b).
(c) Except as set forth in Schedule 4.23(b), no shareholder, officer or director of the Seller, the Company, any Subsidiary or any affiliate of the Seller has any material interest in any property, real or personal, tangible or intangible, including without limitation, inventions, patents, trademarks or trade names, used in or pertaining to the business of the Company or any Subsidiary.
Affiliate Interests. (a) Schedule 3.18(a) sets forth all amounts in excess of Cdn$5,000 in the aggregate paid (or deemed for accounting purposes to have been paid) and services provided by the Acquired Business to, or received by the Acquired Business from, any Affiliate of Seller (except for Buyer Parent, any subsidiary of Buyer Parent and the Acquired Subsidiary) during the last fiscal year for products or services (including any charge for administrative, purchasing, financial or other services) and all such amounts currently owed by the Acquired Business, or to the Acquired Business by, any Affiliate of Seller (except for Buyer Parent, any subsidiary of Buyer Parent and the Acquired Subsidiary).
Affiliate Interests. Except as disclosed in Schedule 3.16, no employee, officer or director, or former employee, officer or director, of Seller has any interest in any property, tangible or intangible, including without limitation, patents, trade secrets, other confidential business information, trademarks, service marks or trade names, used in or pertaining to the business of Seller, except for the normal rights of employees and stockholders.