Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. Except as disclosed in the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed SEC Documents, to the knowledge of the Company (a) no officer of the Company or any Company Subsidiary owns, directly or indirectly, any interest in (except stock holdings of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securities) or is an officer, director, employee or consultant of any person which is, a competitor, lessor, lessee, customer or supplier of the Company and (b) no officer or director of the Company or any Company Subsidiary (i) 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 the Company Subsidiaries, (ii) has any claim, charge, action or cause of action against the Company or any Company Subsidiary, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary and similar matters and agreements existing on February 28, 2005, (iii) has made, on behalf of the Company or any Company 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 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 (iv) owes any money to the Company or any Company Subsidiary.

Potential Conflicts of Interest. Except as disclosed in the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed SEC Documents, to the knowledge of the Company (a) no officer of the Company or any Company Subsidiary owns, directly or indirectly, any interest in (except stock holdings of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securities) or is an officer, director, employee or consultant of any person which is, a competitor, lessor, lessee, customer or supplier of the Company and (b) no officer or director of the Company or any Company Subsidiary (i) 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 the Company Subsidiaries, (ii) has any claim, charge, action or cause of action against the Company or any Company Subsidiary, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary and similar matters and agreements existing on February 28, 2005the date hereof, (iii) has made, on behalf of the Company or any Company 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 the Company or any Company Subsidiary, or, to the Company’s '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 (iv) owes any money to the Company or any Company Subsidiary.

Potential Conflicts of Interest. Except as disclosed set forth in the Filed SEC DocumentsSchedule 5.20, there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed SEC Documents, to the knowledge of the Company (a) no officer of the Company or any of the Company Subsidiary Subsidiaries owns, directly or indirectly, any interest in (except excepting not more than 1% stock holdings for investment purposes in securities of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securitiescompanies) or is an officer, director, employee or consultant of any person which is, is a competitor, lessor, lessee, customer or supplier of the Company or any of the Company Subsidiaries; and (b) no officer or director of the Company or any of the Company Subsidiary Subsidiaries (i) owns, directly or indirectly, in whole or in part, any Intellectual Property which the Company or any of the Company Subsidiary Subsidiaries is using or the use of which is necessary for the business of the Company or any of the Company Subsidiaries, (ii) to the Company's knowledge, has any claim, charge, action or cause of action against the Company or any of the Company SubsidiarySubsidiaries, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary Benefit Plans and similar matters and agreements existing on February 28, 2005the date hereof, (iii) has made, on behalf of the Company or any of the Company SubsidiarySubsidiaries, any payment or commitment to pay any material commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services material to the Company from, any other person of which any officer or director of the Company or any Company SubsidiaryCompany, or, to the Company’s '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 ), (iv) owes any money to the Company or any of the Company Subsidiary.Subsidiaries, or (v) is owed any money by the Company or any of the Company Subsidiaries. 5.21

Potential Conflicts of Interest. Except as disclosed set forth in the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed SEC Documents, to the knowledge Section 3.16 of the Company (a) Disclosure Schedule or in the Company SEC Reports, no officer of the Company or any Company Subsidiary of its Subsidiaries owns, directly or indirectly, any interest in (except excepting not more than 1% stock holdings for investment purposes in securities of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securitiescompanies) or is an officer, director, employee or consultant of any person which is, is a competitor, lessor, lessee, franchisee, customer or supplier of the Company or any of its Subsidiaries; and (b) no officer or director of the Company or any Company Subsidiary of its Subsidiaries (i) 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 the Company any of its Subsidiaries, ; (ii) has any claim, charge, action or cause of action against the Company or any Company Subsidiaryof its Subsidiaries, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary Benefit Plans and similar matters and agreements existing on February 28, 2005, the date hereof; (iii) has made, on behalf of the Company or any Company Subsidiaryof 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 SubsidiaryCompany, or, to the Company’s '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 ); (iv) owes any money to the Company or any of its Subsidiaries; (v) is owed any money by the Company Subsidiaryor any of its Subsidiaries; or (vi) is a party to any transaction, agreement, arrangement or understanding with the Company or any of its Subsidiaries other than items arising out of the ordinary course of employment with the Company.

Potential Conflicts of Interest. Except as disclosed in the Filed Company SEC DocumentsDocuments or set forth in the Company Disclosure Letter, since September 30, 1997 there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed Company SEC Documents, to the knowledge of Documents or set forth in the Company Disclosure Letter, (ai) no officer of the Company or any Company Subsidiary owns, directly or indirectly, any interest in (except stock holdings of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securities) or is an officer, director, employee or consultant of any person which is, is a competitor, lessor, lessee, customer or supplier of the Company and (bii) no officer or director of the Company or any Company Subsidiary (iA) 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 the Company Subsidiaries, ; (iiB) has any claim, charge, action or cause of action against the Company or any Company Subsidiary, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary and similar matters and agreements existing on February 28, 2005, the date hereof; (iiiC) has made, on behalf of the Company or any Company 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 the Company or any Company Subsidiary, or, to the Company’s 's knowledge, a relative of any of the foregoing, is a partner or stockholder shareholder (except stock holdings solely for investment purposes in securities of publicly held and traded companies) ); or (ivD) owes any money to the Company or any Company Subsidiary.

Potential Conflicts of Interest. Except as disclosed in the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company or any Company 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 Act. Except as disclosed in the Filed SEC Documents, to the knowledge of the Company (a) no officer of the Company or any Company Subsidiary owns, directly or indirectly, any interest in (except stock holdings of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securities) or is an officer, director, employee or consultant of any person which is, a competitor, lessor, lessee, customer or supplier of the Company and (b) no officer or director of the Company or any Company Subsidiary (i) 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 the Company Subsidiaries, (ii) has any claim, charge, action or cause of action against the Company or any Company Subsidiary, except for claims for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary and similar matters and agreements existing on February 28, 2005the date hereof, (iii) has made, on behalf of the Company or any Company 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 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 (iv) owes any money to the Company or any Company Subsidiary.

Potential Conflicts of Interest. Except as disclosed in the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company or any Company Subsidiary, set forth 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 disclosed in the Filed SEC DocumentsSchedule 2.1(T), to the knowledge of the Company and the Subsidiaries (a) no Seller, and (b) no officer or director or affiliate of the Company or any Company Subsidiary of the Subsidiaries, (c) no relative or spouse (or relative of such spouse) of any such officer, director or affiliate or of a Seller, and (d) no entity controlled by any one or more of the foregoing: (i) owns, directly or indirectly, any interest in (except excepting not more than 5% stock holdings for investment purposes in securities of publicly held and traded companies solely for investment purposes and not in excess of 1% of the outstanding shares of any such class of securities) companies), or is an officer, director, employee or consultant of of, any person or entity which is, or is engaged in business as, a competitor, lessor, lessee, customer customer, distributor, sales agent, or supplier of the Company and (b) no officer or director any of the Company or any Company Subsidiary Subsidiaries; (iii) owns, directly or indirectly, in whole or in part, any Intellectual Property which tangible or intangible property that the Company or any Company Subsidiary is using of the Subsidiaries uses or the use of which is necessary or desirable for the business conduct of the Company or the Company Subsidiaries, their respective business; (iiiii) has any claim, charge, action or cause of action against or other claim whatsoever against, or owes any amount to, the Company or any Company Subsidiaryof the Subsidiaries, except for claims in the ordinary course of business, such as for accrued vacation pay, accrued benefits under the employee benefit plans maintained by the Company or a Company Subsidiary plans, and similar matters and agreements existing on February 28, 2005, the date hereof; or (iiiiv) has made, on behalf of the Company or any Company Subsidiaryof the Subsidiaries, has made any payment or commitment to pay any commissioncommis sion, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any corporation or other person of which any officer or director of the Company or any Company Subsidiaryof the Subsidiaries, or, to the Company’s knowledge, or a relative of any of the foregoing, is a partner or stockholder (except excepting stock holdings solely for investment purposes in securities of publicly held and traded companies) or (iv) owes any money to the Company or any Company Subsidiary).