Common use of Certain Interests Clause in Contracts

Certain Interests. (a) Except as set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of CGI or any CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which CGI or any CGI Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to CGI or any CGI Subsidiary. (b) Except as set forth in Section 5.18(b) of the CGI Disclosure Schedule, neither CGI nor any CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer or director of CGI or any CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 5.18(a4.18(a) of the CGI STC Disclosure Schedule or in the CGI SEC ReportsSchedule, no officer or director (excluding outside directors) of CGI STC or any CGI STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitorcompetitor of STC; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest interest, in any tangible or intangible property which CGI STC or any CGI STC Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to CGI STC or any CGI STC Subsidiary. (b) Except as set forth in Section 5.18(b4.18(b) of the CGI STC Disclosure Schedule, neither CGI STC nor any CGI STC Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI STC or any CGI STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or directorshareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports3.20, no officer or director (excluding outside directors) of CGI ERC, the LLC or any CGI Subsidiary, Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; , supplier or customer of ERC, the LLC or any Subsidiary, provided, however, that the ownership of securities representing no more than two 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- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which CGI ERC, the LLC or any CGI Subsidiary uses or has used in the conduct of its business or otherwise; or (iii) has outstanding any material indebtedness to CGI ERC, the LLC or any CGI Subsidiary. (b) Except as set forth disclosed in Section 5.18(bSchedule 3.20(b), no officer or director of ERC, the LLC or any Subsidiary and no relative or spouse (or relative of such spouse) of who resides with, or is a dependent of, any such officer or director has outstanding any indebtedness to the CGI Disclosure ScheduleERC Shareholders. (c) Except as disclosed in Schedule 3.20(c), neither CGI ERC, the LLC nor any CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI ERC, the LLC or any CGI Subsidiary, Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.

Certain Interests. (a) Except as set forth in Section 5.18(aNo holder of greater than one percent (1%) of the CGI Disclosure Schedule voting power of SMG or in any officer of SMG and, to the CGI SEC ReportsKnowledge of SMG, no officer director or director (excluding outside directors) of CGI or any CGI Subsidiary, and no immediate relative or spouse Table of Contents (or immediate 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 creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of SMG; provided, however, that the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any creditor competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- 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 supplier, agent, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest interest, in any tangible or intangible property which CGI or any CGI Subsidiary SMG uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) to the Knowledge of SMG, has any claim or cause of action against SMG; or (iiiiv) has outstanding any indebtedness Indebtedness to CGI or any CGI SubsidiarySMG. (b) Except as set forth in Section 5.18(b) 4.24 of the CGI SMG Disclosure Schedule, neither CGI nor any CGI Subsidiary and except for the payment of employee compensation in the ordinary course of business, consistent with past practice, SMG has any liability no Liability or any other material obligation of any nature whatsoever to any SMG Stockholder or any Affiliate thereof or to any officer or director of CGI or any CGI SubsidiarySMG or, or to the Knowledge of SMG, 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, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a3.14(a) of the CGI Disclosure Schedule or in the CGI SEC ReportsSchedule, no officer or director (excluding outside directors) of CGI the Company or any CGI Subsidiary, Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; provided, howeversupplier or customer of the Company or any Subsidiary, PROVIDED, HOWEVER, that the ownership of securities representing no more than two 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- 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 CGI the Company or any CGI Subsidiary uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to CGI the Company or any CGI Subsidiary. (b) Except as set forth disclosed in Section 5.18(b3.14(b) of the CGI Disclosure Schedule, no officer or director of 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 has outstanding any Indebtedness to any Seller. (c) Except as disclosed in Section 3.14(c) of the Disclosure Schedule, neither CGI the Company nor any CGI Subsidiary has any liability Liability or any other material obligation of any nature whatsoever to any officer officer, except for compensation under a plan disclosed pursuant to Section 3.23, director or director shareholder of CGI the Company or any CGI Subsidiary, Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a3.15(a) of the CGI Disclosure Schedule or in the CGI SEC ReportsSchedule, no officer or director (excluding outside directors) of CGI the Seller, the Parent, the Company or any CGI Subsidiary, Subsidiary and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; , supplier or customer of the Company or any Subsidiary, provided, however, that the ownership of securities representing no more than two 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- 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 CGI the Company or any CGI Subsidiary uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to CGI the Company or any CGI Subsidiary. (b) Except as set forth disclosed in Section 5.18(b3.15(b) of the CGI Disclosure Schedule, no officer or director of 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 has outstanding any Indebtedness to the Seller. (c) Except as disclosed in Section 3.15(c) of the Disclosure Schedule, neither CGI the Company nor any CGI Subsidiary has any liability Liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI the Seller, the Company or any CGI Subsidiary, Subsidiary or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.

Certain Interests. (a) Except as set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of CGI or any CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: : (i) has any direct or indirect financial interest in any competitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, shall not be deemed to be a "financial interest" so long as the person owning such securities has no other connection or relationship with such competitor, supplier or customer; ; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which CGI or any CGI Subsidiary uses in the conduct of its business or otherwise; or or (iii) has outstanding any indebtedness to CGI or any CGI Subsidiary. (b) Except as set forth in Section 5.18(b) of the CGI Disclosure Schedule, neither CGI nor any CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer or director of CGI or any CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken. ARTICLE VI COVENANTS SECTION 6.01.

Certain Interests. (a) Except as set forth in Section 5.18(a4.18(a) of the CGI STC Disclosure Schedule or in the CGI SEC ReportsSchedule, no officer or director (excluding outside directors) of CGI STC or any CGI STC Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitorcompetitor of STC; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- 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 interest, in any tangible or intangible property which CGI STC or any CGI STC Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to CGI STC or any CGI STC Subsidiary. (b) Except as set forth in Section 5.18(b4.18(b) of the CGI STC Disclosure Schedule, neither CGI STC nor any CGI STC Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI STC or any CGI STC Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or directorshareholder, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI STC Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a4.23(a) of the CGI Tangoe Disclosure Schedule or in the CGI SEC Reportsand to Tangoe’s knowledge, no holder of five percent (5%) or more of Tangoe’s capital stock (on an as-converted basis) or officer or director (excluding outside directors) of CGI Tangoe or any CGI Subsidiary, of its Subsidiaries and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholderstockholder, officer or director: (i) has any direct or indirect financial interest in any competitor; , supplier or customer of Tangoe or any of its Subsidiaries, provided, however, that (A) the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any competitor, supplier or customer, and or (B) ownership securities representing no more than five percent (5%) of the outstanding voting power of any competitor, supplier or customer which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, in each case 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 material tangible or intangible property which CGI that Tangoe or any CGI Subsidiary of its Subsidiaries currently uses or has used within the last year in the conduct of its business or otherwisebusiness; or (iii) has outstanding any indebtedness Indebtedness to CGI Tangoe or any CGI Subsidiaryof its Subsidiaries. (b) Except as set forth disclosed in Section 5.18(b4.23(b) of the CGI Tangoe Disclosure Schedule, neither CGI Tangoe nor any CGI Subsidiary of its Subsidiaries has any liability Liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI Tangoe or any CGI Subsidiary, of its Subsidiaries or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a3.23(a) of the CGI Traq Disclosure Schedule or in the CGI SEC Reportsand to Traq’s knowledge, no holder of five percent (5%) or more of Traq’s capital stock (on an as-converted basis) or officer or director (excluding outside directors) of CGI Traq or any CGI Subsidiary, of its Subsidiaries and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholderstockholder, officer or director: (i) has any direct or indirect financial interest in any competitor; , supplier or customer of Traq or any of its Subsidiaries, provided, however, that (A) the ownership of securities representing no more than two five percent (5%) of the outstanding voting power of any competitor, supplier or customer, and or (B) ownership securities representing no more than five percent (5%) of the outstanding voting power of any competitor, supplier or customer which are also listed on any national securities exchange or traded actively in the national over-the- the-counter market, in each case 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 material tangible or intangible property which CGI that Traq or any CGI Subsidiary of its Subsidiaries currently uses or has used within the last year in the conduct of the business of Traq or any of its business or otherwiseSubsidiaries; or (iii) has outstanding any indebtedness Indebtedness to CGI Traq or any CGI Subsidiaryof its Subsidiaries. (b) Except as set forth disclosed in Section 5.18(b3.23(b) of the CGI Traq Disclosure Schedule, neither CGI Traq nor any CGI Subsidiary of its Subsidiaries has any liability Liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI Traq or any CGI Subsidiary, of its Subsidiaries or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.

Certain Interests. (a) Except as set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports, no officer or director (excluding outside directors) of CGI or any CGI Subsidiary, and no relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such shareholder, officer or director: (i) has any direct or indirect financial interest in any competitor; provided, however, that the ownership of securities representing no more than two percent of the outstanding voting power of any competitor, supplier or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- 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;; 45 39 (ii) owns, directly or indirectly, in whole or in part, or has any other interest in any tangible or intangible property which CGI or any CGI Subsidiary uses in the conduct of its business or otherwise; or (iii) has outstanding any indebtedness to CGI or any CGI Subsidiary. (b) Except as set forth in Section 5.18(b) of the CGI Disclosure Schedule, neither CGI nor any CGI Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer or director of CGI or any CGI Subsidiary, or to any relative or spouse (or relative of such spouse) who resides with, or is a dependent of, any such officer or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth in Section 5.18(a) of the CGI Disclosure Schedule or in the CGI SEC Reports, no Neither STT Communications nor any officer or director (excluding outside directors) of CGI each of STT Communications or any CGI Subsidiarysubsidiary of STT Communications, i-STT or any i-STT Subsidiary and, to the knowledge of STT Communications and i-STT, no immediate relative or spouse (or immediate 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 creditor, competitor, supplier manufacturer, agent, representative, distributor or customer of i-STT or any i-STT Subsidiary; provided, however, that the ownership of securities representing no more than two percent 1% of the outstanding voting power of any creditor, competitor, supplier manufacturer, agent, representative, distributor or customer, and which are also listed on any national securities exchange or traded actively in the national over-the- 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 creditor, competitor, supplier supplier, manufacturer, agent, representative, distributor or customer; (ii) owns, directly or indirectly, in whole or in part, or has any other interest in in, any tangible or intangible property which CGI that i-STT or any CGI i-STT Subsidiary uses in the conduct of its business (except for any such ownership or otherwiseinterest resulting from the ownership of securities in a public company); (iii) has any claim or cause of action against i-STT or any i-STT Subsidiary (other than claims arising out of employment agreements disclosed in the i-STT Disclosure Letter); or (iiiiv) has outstanding any indebtedness to CGI i-STT or any CGI i-STT Subsidiary. (b) Except as set forth for the payment of employee compensation in Section 5.18(b) the ordinary course of the CGI Disclosure Schedulebusiness, consistent with past practice, neither CGI i-STT nor any CGI i-STT Subsidiary has any liability or any other material obligation of any nature whatsoever to any officer or director of CGI STT Communications or any CGI Subsidiarysubsidiary of STT Communications, i-STT or any i-STT Subsidiary or, to the knowledge of STT Communications or i-STT, 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, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been taken.

Certain Interests. (a) Except as set forth disclosed in Section 5.18(a3.16(a) of the CGI Company Disclosure Schedule or in the CGI SEC ReportsSchedule, no shareholder, officer or director (excluding outside directors) of CGI the Company, any Company Subsidiary or any CGI 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 competitorsupplier or customer of the Company, any Company Subsidiary, any Related Entity or the Business; providedPROVIDED, howeverHOWEVER, that the ownership of securities representing no more than two 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 CGI the Company, any Company Subsidiary or any CGI Subsidiary Related Entity uses or has used in the conduct of its business the Business or otherwise; or (iii) has outstanding any indebtedness Indebtedness to CGI the Company, any Company Subsidiary or any CGI SubsidiaryRelated Entity. (b) Except as set forth disclosed in Section 5.18(b3.02(b) of the CGI Company Disclosure Schedule, neither CGI nor and except with respect to expense reimbursements due in the ordinary course of business, none of the Company, any CGI Company Subsidiary or any Related Entity has any liability Liability or any other material obligation of any nature whatsoever to any officer officer, director or director shareholder of CGI the Company, any Company Subsidiary or any CGI 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 officer, director or director, other than immaterial liabilities and obligations incurred in the ordinary course of business which are reflected in the CGI Reports or with respect to which adequate reserves have been takenshareholder.