Common use of Potential Conflict of Interest Clause in Contracts

Potential Conflict of Interest. No officer or director of Seller or any Seller Subsidiary owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity), or is an officer, director, employee or consultant of any Person that is, a competitor, lessor, lessee, customer or supplier of Seller or which conducts a business similar to any business conducted by Seller. No officer or director of Seller or any Seller Subsidiary (a) owns or holds, directly or indirectly, in whole or in part, any Seller Intellectual Property, (b) has any claim, charge, action or cause of action against Seller or any Seller Subsidiary, except for claims for reasonable unreimbursed travel or entertainment expenses, accrued vacation pay or accrued benefits under any employee benefit plan existing on the date hereof, (c) has made, on behalf of Seller or any Seller 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 of which any officer or director of Seller or any Seller Subsidiary (or, to the Knowledge of Seller, a relative of any of the foregoing) is a partner or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity) or (d) owes any money to Seller or any Seller Subsidiary or (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of Seller or any Seller Subsidiary.

Potential Conflict of Interest. No Guarantor, Shareholder nor any officer or director of Seller any Shareholder or any Seller Warranted Subsidiary owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity), or is an officer, director, employee or consultant of any Person that is, (i) will not be a member of the JVCo Group after Closing and (ii) is a competitor, lessor, lessee, customer or supplier of Seller or which conducts a business similar to any business conducted by SellerWarranted Subsidiary. No Guarantor, Shareholder nor any officer or director of Seller or any Seller Warranted Subsidiary (a) owns or holds, directly or indirectly, in whole or in part, any Seller JVCo Intellectual Property, (b) has any claim, charge, action or cause of action against Seller or any Seller Warranted Subsidiary, except for claims for reasonable unreimbursed travel or entertainment expenses, accrued vacation pay or accrued benefits under any employee benefit plan existing on the date hereof, (c) has made, on behalf of Seller or any Seller Warranted 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 of which any Shareholder, officer or director of Seller any Warranted Subsidiary or any Seller Subsidiary (or, to the Knowledge of Seller, a relative of any of the foregoing) , is a partner or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity) or (d) owes any money to Seller or any Seller Warranted Subsidiary in excess of USD100,000 or (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of Seller or any Seller Warranted Subsidiary.

Potential Conflict of Interest. No officer Subsidiary, Affiliate or director Shareholder of Seller or any Seller Subsidiary Westech owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity), or is an officer, director, employee or consultant of any Person that is, is a competitor, lessor, lessee, customer or supplier of Seller Westech or which conducts a business similar which develops or markets products which are reasonably expected to any business conducted by Sellercompete with the Services. No As of Closing, no Shareholder and no officer or director of Seller or any Seller Subsidiary Westech (a) owns or holds, directly or indirectly, in whole or in part, any Seller Intellectual PropertyWestech IP, (b) has any claim, charge, action or cause of action against Seller or any Seller SubsidiaryWestech, except for claims for reasonable unreimbursed travel or entertainment expenses, accrued vacation pay or accrued benefits under any employee benefit plan existing on the date hereof, and any claims for accrued compensation disclosed on the Disclosure Schedule, (c) has made, on behalf of Seller or any Seller SubsidiaryWestech, 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 a Shareholder or any officer or director of Seller or any Seller Subsidiary Westech (or, to the Knowledge of SellerWestech, a relative an immediately family Shareholder of any of the foregoing) is a partner or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity) or (d) owes any money to Seller or any Seller Subsidiary Westech or (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of Seller or any Seller SubsidiaryWestech.