Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. No officer or director of the Company, no spouse of any such officer or director, and, to the knowledge of the Company, no relative of such spouse or of any such officer or director and no Affiliate of any of the foregoing (a) owns, directly or indirectly, any interest in (excepting less 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 that is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company, (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company has used, or that the Company will use, in the conduct of business, or (c) to the Company's knowledge, has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Williams Communications Group Inc), Stock Purchase Agreement (Allen & Co Inc/Allen Holding Inc), Stock Purchase Agreement (Touch America Holdings Inc)

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Potential Conflicts of Interest. No officer Except as set forth in Schedule 3.31, to the knowledge of Seller, no officer, manager or director member of the Company, no spouse of any such officer officer, manager or director, and, to the knowledge of the Companymember, no relative of such spouse or of any such officer officer, manager or director member and no Affiliate of any of the foregoing foregoing: (a) owns, directly or indirectly, any interest in (excepting less than one percent (1%) stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, directormanager, employee or consultant of, any Person that which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company, ; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company has used, or that the Company will use, used in the conduct of business, the Business; or (c) to the Company's knowledge, has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.), Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)

Potential Conflicts of Interest. No officer Except as set forth on Schedule 5.26, no officer, member, manager or director Affiliate of the CompanyCompany or any Subsidiary, no spouse of any such officer or director, and, and to the knowledge of the Company, no relative of such parent, child, sibling or spouse or of any such officer officer, member, manager or director and no Affiliate of any of the foregoing Affiliate: (a) owns, directly or indirectly, any interest in (excepting less than one percent (1%) 2% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, member, director, employee or consultant of, any Person that is, which is or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company, Company or any Subsidiary; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company has used, or that the Company will use, any Subsidiary uses in the conduct of its business, ; or (c) to the Company's knowledge, has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the CompanyCompany or any Subsidiary, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on arising in the date hereofordinary course of business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Securities Purchase Agreement (PMR Corp)

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Potential Conflicts of Interest. No officer Except as set forth in Schedule 3.31, to the Knowledge of Seller and Company, no officer, director or director stockholder of the Company, no spouse of any such officer officer, director or director, and, to the knowledge of the Companystockholder, no immediate relative of such spouse or of any such officer officer, director or director stockholder and no Affiliate of any of the foregoing foregoing: (a) owns, directly or indirectly, any interest in (excepting less 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 that which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the Company, ; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company has used, or that the Company will use, used in the conduct of business, the Business; or (c) to the Company's knowledge, has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zanett Inc)

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