Affiliate Interests and Transactions. (a) No Related Party of the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company or any of its Subsidiaries.
Affiliate Interests and Transactions. (a) Except as set forth on Schedule 5.21(a) of the Company Disclosure Schedule, and except for ownership (of record or as a beneficial owner) of less than one percent of the outstanding Capital Stock of any Person that is publicly traded on any national or foreign stock exchange, or over-the-counter market, no Related Party of the Company or any of its Subsidiaries to the Knowledge of the Company, (i) owns or has, since January 1, 2006, owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor of Intellectual Property or distributor of the Company or any of its Subsidiaries, (ii) owns or has, since January 1, 2006, owned, directly or indirectly, or has or has had any interest in any material property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries, (iii) has or has had since January 1, 2006, any business dealings or a financial interest in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, or has derived, received, or was entitled to, any interest, incentive, or other form of benefit in connection with the Company’s or its Subsidiaries’ business, or any of the Contracts to which the Company or any of its Subsidiaries is a party.
Affiliate Interests and Transactions. (a) No Related Party of the Company: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Company or its business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company uses or has used in or pertaining to the business of the Company; (iii) has or has had any business dealings or a financial interest in any transaction with the Company or involving any assets or property of the Company, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms; or (iv) is or has been employed by the Company.
Affiliate Interests and Transactions. (a) No Related Party of an Enhanced Entity: (i) owns, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of an Enhanced Entity or its business; (ii) owns, directly or indirectly, or has any interest in any property (real or personal, tangible or intangible) that an Enhanced Entity uses or has used in or pertaining to the business of the Enhanced Entities; or (iii) has any business dealings or a financial interest in any transaction with an Enhanced Entity or involving any assets or property of an Enhanced Entity, other than, in each case above, any incentive equity arrangements, any employment or retention agreement or any employee benefit plan or obligation relating thereto and business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms.
Affiliate Interests and Transactions. No Affiliate of the Seller (including the Owner) has any right, title or interest in any properties or assets of any kind or character (whether real, personal or mixed, tangible or intangible, contingent or otherwise) used or held for use in connection with the Business other than the Excluded Assets. No Affiliate of the Seller conducts any part of the Business for or on behalf of the Seller or otherwise. No Affiliate of the Seller is a party to, or has any direct or indirect rights in, to or under, any Assigned Contract.
Affiliate Interests and Transactions. (a) Except as identified on Section 3.22(a) of the Seller Disclosure Letter, no Related Party of the Seller: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) used in the Business; (iii) has or has had any business dealings or a financial interest in any transaction with the Business or with the Seller involving the Business or any of the Purchased Assets, other than business dealings or transactions conducted in the Ordinary Course of Business at prevailing market prices and on prevailing market terms. (b) Except for this Agreement, the Transition Services Agreement, the Retained IP License Agreement, the Accessories Supply Agreement and the Generator Supply Agreement, there are no Contracts by and between the Seller, on the one hand, and any Related Party of the Seller, on the other hand, pursuant to which such Related Party provides or receives any information, assets, properties, support or other services to or from the Business (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). Subsequent to the Closing, the Business will own or have a valid license to all assets, properties and rights currently used in the conduct or operation thereof. (c) There are no outstanding notes payable to, accounts receivable from or advances by the Business or by the Seller in connection with the Business or involving any assets thereof, and neither the Business nor the Seller in connection with the Business is otherwise a debtor or creditor of, or has any liability or other obligation of any nature to, any Related Party of the Seller. Since the date of the Balance Sheet, neither the Business nor the Seller in connection with the Business has incurred any obligation or liability to, or entered into or agreed to enter into any transaction with or for the benefit of, any Related Party of the Seller, other than the transactions contemplated by this Agreement and the Ancillary Agreements. 36
Affiliate Interests and Transactions. (a) No Related Party of any of the Seller, the Company or any of its Subsidiaries: (i) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any supplier, licensor, lessor, distributor, independent contractor or customer of the Company or any of its Subsidiaries or their business; (ii) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible or intangible) that the Company or any of its Subsidiaries uses or has used in or pertaining to the business of the Company or any of its Subsidiaries; or (iii) has or has had any business dealings in any transaction with the Company or any of its Subsidiaries or involving any assets or property of the Company or any of its Subsidiaries, other than business dealings or transactions conducted in the ordinary course of business at prevailing market prices and on prevailing market terms. (b) There are no Contracts by and between the Company or any of its Subsidiaries, on the one hand, and Seller or any Related Party of any of the Seller, the Company or any of its Subsidiaries, on the other hand, pursuant to which the Seller or such Related Party provides or receives any information, assets, properties, support or other services to or from the Company or any of its Subsidiaries (including Contracts relating to billing, financial, tax, accounting, data processing, human resources, administration, legal services, information technology and other corporate overhead matters). (c) There are no outstanding notes payable to, accounts receivable from or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a debtor or creditor of, or has any liability or other obligation of any
Affiliate Interests and Transactions. Other than as set forth on Schedule 7.1(j) hereto, (i) no Related Party is a party to any contract with the Company or any of its Subsidiaries with any outstanding obligations of either such party (other than employment related Contracts or Contracts delivered to the Warrant Holder that are related to the Company’s issued and outstanding securities), (ii) since [***], no Related Party has been a party to any transaction with the Company or any of its Subsidiaries (other than employment related Contracts or Contracts related to the Company’s issued and outstanding securities) and (iii) no Related Party has any interest in any property or assets used by the Company or any of its Subsidiaries with a value in excess of $[***].
Affiliate Interests and Transactions. 1. Prosper Marketplace, Inc. Series A Preferred Stock Purchase Agreement, dated January 14, 2013.
Affiliate Interests and Transactions. There are no outstanding notes payable to, accounts receivable from or advances by the Company to any Affiliate of the Company, or any director, executive officer, general partner or managing member of any such Affiliate, in connection with or involving any of the Company’s assets that constitutes a lien upon the Owned Real Property or the Personal Property. Following the Closing, the Company will not have any outstanding obligations or liabilities to Seller or any of its Affiliates except pursuant to this Agreement and the other Transaction Documents.
