Common use of Potential Conflict of Interest Clause in Contracts

Potential Conflict of Interest. Except as set forth in the Company SEC Reports filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letter, since December 31, 2002, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the Company, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Except as set forth in the Company SEC Reports filed prior to the date hereof, no officer of the Company or any Company subsidiary owns, directly or indirectly, any interest in (excepting not more than one percent (1%) stock holdings for investment purposes in securities of publicly-held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the Company; and no officer or director of the Company or any Company subsidiary (a) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary is using or the use of which is necessary for the business of the Company or any Company subsidiary, (b) has any claim, charge, action or cause of action against the Company or any Company subsidiary, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee Plans and similar matters and agreements existing on the date hereof, (c) has made, on behalf of the Company or any of its subsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person of which any officer or director of the Company or any Company subsidiary, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) or (d) owes any money to the Company or any of its subsidiaries (except for reimbursement of advances in the ordinary course of business consistent with past practice).

Potential Conflict of Interest. Except as set forth stated in the Company SEC Reports filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letterhereof, since December 31, 2002the Balance Sheet Date, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the CompanyCompany subsidiary, on the one hand, and their respective affiliates, including without limitation their directors and officers, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities ActAct (except for amounts due as normal salaries and bonuses and in reimbursements of ordinary expenses). Except as set forth contained in the Company SEC Reports filed prior to the date hereof, no officer of the Company or any Company subsidiary owns, directly or indirectly, any interest in (excepting not more than one percent (1%) stock holdings for investment purposes in securities of publicly-held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer lessee or supplier of the Company; and no officer or director of the Company or any Company subsidiary (ai) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary is using or the use of which is necessary for the business of the Company or any Company subsidiary, (bii) has notified the Company or any Company subsidiary of any claim, charge, action or cause of action against the Company or any Company subsidiary, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee Plans employee benefit plan and similar matters and agreements existing on the date hereof, (c) has made, on behalf of the Company or any of its subsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person of which any officer or director of the Company or any Company subsidiary, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) or (diii) owes any money to the Company or any of its subsidiaries Company subsidiary (except for reimbursement of advances in the ordinary course of business consistent with past practice).

Potential Conflict of Interest. Except as set forth ------------------------------ in Section 3.16(a) of the Company Disclosure Schedule or in the Company SEC Reports Documents filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letterhereof, since December 31, 20021999 through the date hereof, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the CompanyCompany Subsidiary, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities ActAct (except for amounts due as normal salaries and bonuses and in reimbursements of ordinary expenses). Except as set forth in Section 3.16(b) of the Company Disclosure Schedule or in the Company SEC Reports Documents filed prior to the date hereof, as of the date hereof, no current executive officer or director of the Company or any Company subsidiary Subsidiary (and, to the knowledge of the Company, no former executive officer or director of the Company or any Company Subsidiary listed in Section 3.16(b), (i) owns, directly or indirectly, any interest in (excepting not more than one percent (1%) stock holdings for investment purposes in securities of publicly-held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the Company; and no officer or director of the Company or any of Company subsidiary Subsidiary, (aii) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary Subsidiary is using or the use of which is necessary for the business of the Company or any Company subsidiarySubsidiary, (biii) has notified the Company of, or threatened, any claim, charge, action or cause of action against the Company or any Company subsidiarySubsidiary, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee Benefit Plans and similar matters and agreements existing on the date hereof, (civ) has made, on behalf of the Company or any of its subsidiariesCompany Subsidiary, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company or any Company subsidiarySubsidiary, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) or ), (dv) owes any money to the Company or any of its subsidiaries Company Subsidiary (except for reimbursement of advances in the ordinary course of business consistent with past practice)) or (vi) is party to any Company Agreement other than (A) Company Agreements with former directors or officers that are no longer in effect, (B) Company Agreement in effect as of the date hereof pursuant to any Benefit Plan in Section 3.12 of this Agreement or in Section 3.12 in the Company Disclosure Schedule, and (C) Company Agreements entered into in the ordinary course of business consistent with past practice; nor are there any Company Agreements between the Company or any Company Subsidiaries, on the one hand, and any holder of more than 5% of the Company's equity securities, on the other hand, or any affiliate thereof.

Potential Conflict of Interest. Except as set forth in Schedule 3.20 of the Company Disclosure Schedules or in the Company SEC Reports Documents filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letterhereof, since December 31, 20021998, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the Companyits Subsidiaries, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Except as set forth in Schedule 3.20 of Company Disclosure Schedules or in the Company SEC Reports Documents filed prior to the date hereof, no officer of the Company or any Company subsidiary of its Subsidiaries owns, directly or indirectly, any interest in (excepting not more than one percent (1%) stock holdings for investment purposes in securities of publicly-publicly held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the CompanyCompany or any of its Subsidiaries; and no officer or director of the Company or any Company subsidiary of its Subsidiaries (ai) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary of its Subsidiaries is using or the use of which is necessary for the business of the Company or any Company subsidiary, its Subsidiaries; (bii) has any claim, charge, action or cause of action against the Company or any Company subsidiaryof its Subsidiaries, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee the Plans and similar matters and agreements existing on the date hereof, ; (ciii) has made, on behalf of the Company or any of its subsidiariesSubsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company or any Company subsidiaryof its Subsidiaries, or, to the best knowledge of the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) ); or (div) owes any money to the Company or any of its subsidiaries (except for reimbursement of advances in the ordinary course of business consistent with past practice)Subsidiaries.

Potential Conflict of Interest. Except as set forth in Schedule 4.20 of the Company Parent Disclosure Schedules or in the Parent SEC Reports Documents filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letterhereof, since December 31February 28, 2002, 1998 there have been no transactions, agreements, arrangements or understandings between the Company Parent or any subsidiary of the Companyits Subsidiaries, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Except as set forth in Schedule 4.20 of the Company Parent Disclosure Schedules or in the Parent SEC Reports Documents filed prior to the date hereof, no officer of the Company Parent or any Company subsidiary of its Subsidiaries owns, directly or indirectly, any interest in (excepting not more than one percent (1%) % stock holdings for investment purposes in securities of publicly-publicly held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the CompanyParent or any of its Subsidiaries; and no officer or director of the Company Parent or any Company subsidiary of its Subsidiaries (ai) owns, directly or indirectly, in whole or in part, any Parent Intellectual Property which the Company Parent or any Company subsidiary of its Subsidiaries is using or the use of which is necessary for the business of the Company Parent or any Company subsidiary, its Subsidiaries; (bii) has any claim, charge, action or cause of action against the Company Parent or any Company subsidiaryof its Subsidiaries, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee the Plans and similar matters and agreements existing on the date hereof, ; (ciii) has made, on behalf of the Company Parent or any of its subsidiariesSubsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company Parent or any Company subsidiaryof its Subsidiaries, or, to the Company's knowledgebest knowledge of Parent and the Purchaser, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) ); or (div) owes any money to the Company Parent or any of its subsidiaries (except for reimbursement of advances in the ordinary course of business consistent with past practice)Subsidiaries.

Potential Conflict of Interest. Except as set forth in the Company SEC Reports filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure LetterSchedule or in the Company SEC Documents filed prior to the date hereof, since December 31, 20021996, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the Companyits Subsidiaries, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Except as set forth in Section 3.20 of the Company Disclosure Schedule or in the SEC Reports filed prior to the date hereof, no officer of the Company or any Company subsidiary of its Subsidiaries owns, directly or indirectly, any interest in (excepting not more than one percent (1%) % stock holdings for investment purposes in securities of publicly-publicly held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the Company; and no officer or director of the Company or any Company subsidiary of its Subsidiaries (ai) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary of its Subsidiaries is using or the use of which is necessary for the business of the Company or any Company subsidiary, its Subsidiaries; (bii) has any claim, charge, action or cause of action against the Company or any Company subsidiaryof its Subsidiaries, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee the Plans and similar matters and agreements existing on the date hereof, ; (ciii) has made, on behalf of the Company or any of its subsidiariesSubsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company or any Company subsidiaryof its Subsidiaries, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) ); or (div) owes any money to the Company or any of its subsidiaries (except for reimbursement of advances in the ordinary course of business consistent with past practice).Subsidiaries. Section 3.21

Potential Conflict of Interest. Except as set forth ------------------------------ in Section 3.16(a) of the Company Disclosure Schedule or in the Company SEC Reports Documents filed prior to the date hereof or as disclosed in Section 3.20 of the Company Disclosure Letterhereof, since December 31, 20022000, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the CompanyCompany Subsidiary, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities ActAct (except for amounts due as normal salaries and bonuses and in reimbursements of ordinary expenses). Except as set forth in Section 3.16(b) of the Company Disclosure Schedule or in the Company SEC Reports Documents filed prior to the date hereof, no officer of the Company or any of any Company subsidiary Subsidiary owns, directly or indirectly, any interest in (excepting not more than one percent (1%) stock holdings for investment purposes in securities of publicly-held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the Company; and no officer or director of the Company or any of Company subsidiary Subsidiary (ai) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary Subsidiary is using or the use of which is necessary for the business of the Company or any Company subsidiarySubsidiary, (bii) has asserted any claim, charge, action or cause of action against the Company or any Company subsidiarySubsidiary, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee Benefit Plans and similar matters and agreements existing on the date hereof, and the Company has no knowledge of any basis for such claims, charges, actions or causes of action, (ciii) has made, on behalf of the Company or any of its subsidiariesCompany Subsidiary, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company or any Company subsidiarySubsidiary, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) or (div) owes any money to the Company or any of its subsidiaries Company Subsidiary (except for reimbursement of advances in the ordinary course of business consistent with past practice).

Potential Conflict of Interest. Except as set forth in the Company SEC Reports filed prior to the date hereof or as disclosed in ------------------------------ Section 3.20 of the Company Disclosure LetterSchedule or in the Company SEC Documents filed prior to the date hereof, since December 31, 20021996, there have been no transactions, agreements, arrangements or understandings between the Company or any subsidiary of the Companyits Subsidiaries, on the one hand, and their respective affiliates, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. Except as set forth in Section 3.20 of the Company Disclosure Schedule or in the SEC Reports filed prior to the date hereof, no officer of the Company or any Company subsidiary of its Subsidiaries owns, directly or indirectly, any interest in (excepting not more than one percent (1%) % stock holdings for investment purposes in securities of publicly-publicly held and traded companies) or is an officer, director, employee or consultant of any person which is a competitor, lessor, lessee, customer or supplier of the Company; and no officer or director of the Company or any Company subsidiary of its Subsidiaries (ai) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any Company subsidiary of its Subsidiaries is using or the use of which is necessary for the business of the Company or any Company subsidiary, its Subsidiaries; (bii) has any claim, charge, action or cause of action against the Company or any Company subsidiaryof its Subsidiaries, except for immaterial claims for accrued vacation pay, accrued benefits under any Company Employee the Plans and similar matters and agreements existing on the date hereof, ; (ciii) has made, on behalf of the Company or any of its subsidiariesSubsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other person Person of which any officer or director of the Company or any Company subsidiaryof its Subsidiaries, or, to the Company's knowledge, a relative of any of the foregoing, is a partner or stockholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) ); or (div) owes any money to the Company or any of its subsidiaries (except for reimbursement of advances in the ordinary course of business consistent with past practice)Subsidiaries.