1977 Uses in Affiliate Transactions Clause

Affiliate Transactions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 16, 2015, among OMRON Corporation, a Japanese corporation (Omron), Omron Management Center of America, Inc., a Delaware corporation and wholly-owned Subsidiary of Omron (Parent), Hoffman Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Adept Technology, Inc., a Delaware corporation (the Company).

Affiliate Transactions. Except for directors and employment-related Material Contracts filed or incorporated by reference as an exhibit to a Company SEC Document filed by the Company prior to the date hereof and for any intercompany agreements or as otherwise disclosed in or filed with a Company SEC Document, as of the date of this Agreement, no executive officer or director of the Company is a party to any Material Contract with or binding upon the Company or any of its Subsidiaries or any of their respective properties or assets or has any material interest in any material property owned by the Company or any of its Subsidiaries or has engaged in any material transaction with any of the foregoing within the last 12 months.

Affiliate Transactions from Underwriting Agreement

Affiliate Transactions. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company's liquidity or the availability of or requirements for its capital resources required to be described in the Registration Statement, Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described as required. The Company does not, directly or indirectly, including through any subsidiary, have any outstanding personal loans or other credit extended to or for any of its directors or executive officers.

Affiliate Transactions from At Market Issuance Sales Agreement

Affiliate Transactions. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company's liquidity or the availability of or requirements for its capital resources required to be described in the Registration Statement and the Prospectus or a document incorporated by reference therein which have not been described as required. The Company does not, directly or indirectly, including through any subsidiary, have any outstanding personal loans or other credit extended to or for any of its directors or executive officers.

Affiliate Transactions from Underwriting Agreement

Affiliate Transactions. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Companys liquidity or the availability of or requirements for its capital resources required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been

Affiliate Transactions from Purchase Agreement

THIS PURCHASE AGREEMENT (this Agreement) is entered into as of August 7, 2012 by and among INSURANCE SERVICES OFFICE, INC., a Delaware corporation (the Buyer), VERISK ANALYTICS, INC., a Delaware corporation (Verisk), ARGUS INFORMATION AND ADVISORY SERVICES, LLC, a New York limited liability company (the Company), AIAS HOLDING COMPANY, LLC, a Delaware limited liability company (Parent), OAK INVESTMENT PARTNERS XII, A LIMITED PARTNERSHIP, a Delaware limited partnership (Oak), Oak XII Argus Blocker Corp., a Delaware corporation (Oak Blocker), the holders of Class A Common Units in Parent listed on Exhibit A attached hereto (the Class A Common Unit Holders), the holders of Class B Common Units in Parent listed on Exhibit A attached hereto (the Class B Common Unit Holders and, collectively with the Class A Common Unit Holders, the Non-Oak Sellers) and, solely with respect to Section 2.2(e), Section 2.5, Section 7.12, Articles X and XI, LEONARD LAUFER, as the Representative. (Oak, the Class

Affiliate Transactions. Except as set forth on Section 5.21 of the Parent Disclosure Schedule, no Seller or Affiliate or family member of any of the Sellers, or Affiliate or family member of any director, manager or officer of any Acquired Company is or was a party to, a beneficiary of or is or was subject to, any Contract with any Acquired Company or has or had any interest in any of the properties or assets owned or used by any Acquired Company, other than indirect interests in such by virtue of their ownership interests in Parent. There are no inter-company services provided to any Acquired Company by any Seller or Affiliate of any of the Sellers or by any family member of any director, manager or officer or direct or indirect owner of Equity Securities of any Acquired Company (other than services provided by any such Persons as directors, officers, managers or employees of any Acquired Company). To the Knowledge of the Company, no Seller or Affiliate or family member of any of the Sellers, or Affiliate or family member of any director, manager or officer of any of the Acquired Companies engaged in competition with any of the Acquired Companies with respect to any line of products or services of any of the Acquired Companies (except for the ownership of less than five (5) percent of the outstanding capital stock of any Person that is publicly traded on any recognized exchange or in the over-the-counter market).

Affiliate Transactions from Collateral Agent

CREDIT AGREEMENT dated as of August 2, 2011 (as it may be amended or modified from time to time, this Agreement) among DAIRYLAND USA CORPORATION, a New York corporation (Dairyland), THE CHEFS WAREHOUSE MID-ATLANTIC, LLC, a Delaware limited liability company (CW Mid-Atlantic), BEL CANTO FOODS, LLC, a New York limited liability company (Bel Canto), THE CHEFS WAREHOUSE WEST COAST, LLC, a Delaware limited liability company (CW West Coast), and THE CHEFS WAREHOUSE OF FLORIDA, LLC, a Delaware limited liability company (CW Florida), as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Affiliate Transactions. Except as set forth on Schedule 3.22, as of the date of this Agreement, there are no existing or proposed agreements, arrangements, understandings, or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries) of any Loan Party or any members of their respective immediate families, and none of the foregoing Persons are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons may own stock in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly traded company that may compete with a Loan Party.

Affiliate Transactions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of April 26, 2011, among SAVVIS, INC., a Delaware corporation (the Company), CENTURYLINK, INC., a Louisiana corporation (Parent), and MIMI ACQUISITION COMPANY, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Affiliate Transactions. Except for (i) employment-related Contracts filed or incorporated by reference as an exhibit to the Filed Company SEC Documents, (ii) Company Benefits Plans or (iii) Contracts or arrangements entered into in the ordinary course of business with customers, suppliers or service providers, Section 4.23 of the Company Disclosure Letter sets forth a correct and complete list of the contracts or arrangements that are in existence as of the date of this Agreement between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (x) present executive officer or director of either the Company or any of the Company Subsidiaries or any person that has served as such an executive officer or director within the last five years or any of such officers or directors immediate family members, (y) record or beneficial owner of more than 5% of the shares of Company Common Stock as of the date hereof or (z) to the Knowledge of the Company, any affiliate of any such officer, director or owner (other than the Company or any of the Company Subsidiaries).

Affiliate Transactions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of April 26, 2011, among SAVVIS, INC., a Delaware corporation (the Company), CENTURYLINK, INC., a Louisiana corporation (Parent), and MIMI ACQUISITION COMPANY, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub).

Affiliate Transactions. Except for (i) employment-related Contracts filed or incorporated by reference as an exhibit to the Filed Company SEC Documents, (ii) Company Benefits Plans or (iii) Contracts or arrangements entered into in the ordinary course of business with customers, suppliers or service providers, Section 4.23 of the Company Disclosure Letter sets forth a correct and complete list of the contracts or arrangements that are in existence as of the date of this Agreement between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (x) present executive officer or director of either the Company or any of the Company Subsidiaries or any person that has served as such an executive officer or director within the last five years or any of such officers or directors immediate family members, (y) record or beneficial owner of more than 5% of the shares of Company Common Stock as of the date hereof or (z) to the Knowledge of the Company, any affiliate of any such officer, director or owner (other than the Company or any of the Company Subsidiaries).

Affiliate Transactions from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement), dated as of November 2, 2010, is entered in by and among Team, Inc., a Texas corporation (Buyer), TQ Acquisition, Inc., a newly formed Texas corporation and wholly-owned subsidiary of Buyer (Newco), Quest Integrity Group, LLC, a Delaware limited liability company (the Company), and John Zink Holdings, Inc., a Texas corporation (JZH), Ring Mountain Capital, LLC, a California limited liability company (Ring Mountain), Quest Integrated, Inc., a Washington corporation (Qi2), Alexius Group II, LLC, a Delaware limited liability company (Alexius), Milton J. Altenberg (Altenberg) and Todd Katz (Katz and together with Ring Mountain, Qi2, Alexius and Altenberg, the Company Members). JZH and each Company Member are referred to herein individually as Seller and collectively as Sellers and, together with the Company, the Seller Parties). For the avoidance of doubt, the term Company Members shall not include JZH.

Affiliate Transactions. Except for intercompany transactions disclosed on the Financial Statements and as disclosed on Schedule 3.8, to the Knowledge of any Company Member, no officer, manager, employee, member or other Affiliate of the Company or any individual related by marriage or adoption to any such Person or any entity in which any such Person owns a greater than 5% Equity Interest, is a party to any Contract or transaction with the Company or which is pertaining to the Companys business or has any interest in any property, real or personal or mixed, tangible or intangible, used by the Company in the conduct of its business. Schedule 3.29 hereto describes all affiliated services provided to or on behalf of the Company by Sellers or their Affiliates and to or on behalf of Sellers and such Affiliates by the Company and all affiliate transactions or Contracts among the Company and Sellers or their Affiliates (including, in each case, the costs charged to or by the Company).

Affiliate Transactions from Stock Purchase Agreement

THIS AGREEMENT (Agreement) is made as of July 19, 2010, by and among (i) Clopay Acquisition Corp., a Delaware corporation (the Buyer), (ii) CHATT Holdings LLC, a Delaware limited liability company (the Seller), (iii) and CHATT Holdings Inc., a Delaware corporation (the Company and, together with the Buyer and the Seller, the Parties) and (iv) solely for purposes of Section 7.09 hereof, Griffon Corporation, a Delaware Corporation (Griffon).

Affiliate Transactions. Except as set forth in Section 4.24 of the Company Disclosure Schedules and other than ordinary course salaries, wages and benefits, neither (i) the Company, any Affiliate of the Company nor (ii) any officer, director, stockholder, member, manager, partner or Affiliate of the Company or any of its Subsidiaries nor (iii) to the Companys Knowledge any individual related by blood, adoption or marriage to any such Person, is, in each case, a party to any material Contract with the Company or its Subsidiaries or has, directly or indirectly, any material interest in or rights with respect to, any assets or properties used or held for use by the Company or its Subsidiaries (except for sales of inventory in the ordinary course of business among the Company and its Subsidiaries that are not material to the operations of the business of the Company or its Subsidiaries), or any Person that is a supplier, customer or competitor of the Company or any of its Subsidiaries, or is a debtor or creditor of the Company or any of its Subsidiaries, and no such Person owes any money or other amounts to, nor is any such Person owed any money or other amounts by, the Company or any of its Subsidiaries.