Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. To the knowledge of the Company, except as set forth on Schedule 5.25, no officer, director or Affiliate of the Company, and no relative or spouse of any such officer, director or Affiliate: (a) owns, directly or indirectly, any interest in (excepting less than 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, 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 uses in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes 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 arising in the ordinary course of business.

Appears in 2 contracts

Samples: Securities Purchase Agreement (National Auto Finance Co Inc), Securities Purchase Agreement (National Auto Finance Co Inc)

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Potential Conflicts of Interest. To the knowledge Knowledge of the Company, except as set forth on Schedule 5.253.22, no officer, director or Affiliate affiliate of the Company, and no relative Company or spouse any of any such officer, director or Affiliatethe Subsidiaries: (a) owns, directly or indirectly, any interest in a company (excepting less than 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, or such company that is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the CompanyCompany or any of its Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of the Subsidiaries uses in the conduct of its business; or (c) has any cause of action or other claim whatsoever against, or owes any amount to, the CompanyCompany or any of the Subsidiaries, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plansthe Benefit Plans, and similar matters and agreements arising in the ordinary course of business.

Appears in 2 contracts

Samples: Share Purchase Agreement (Universal American Financial Corp), Share Purchase Agreement (Harnett Bertram)

Potential Conflicts of Interest. To the knowledge of the Company, except as set forth on Schedule 5.25in Section 2.1(o) of the Disclosure Schedule, no executive officer, director or Affiliate affiliate of the CompanyCompany or any of its Subsidiaries, and no relative or spouse of any such officer, director or Affiliateaffiliate: (ai) owns, directly or indirectly, any interest in (excepting less than 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, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or borrower from, the CompanyCompany or any of its Subsidiaries; (bii) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company or any of its Subsidiaries uses in the conduct of its business; or (ciii) has any cause of action or other claim whatsoever against, or owes any amount to, the CompanyCompany or any of its Subsidiaries, 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 arising in the ordinary course of business.

Appears in 2 contracts

Samples: Stock Purchase Agreement (California Tire Co), Stock Purchase Agreement (J H Heafner Co Inc)

Potential Conflicts of Interest. To Except as set forth on Schedule 3.21, neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors, or to the best knowledge of the Company, except as set forth on Schedule 5.25key employees, no officer, director or Affiliate of the Company, and no relative or spouse of any such officer, director or Affiliate: (ai) owns, directly or indirectly, any interest in (excepting less than 1% stock passive holdings for investment purposes in of not more than one percent (1%) of the securities of any publicly held and traded companiescompany), or is an officer, director, employee employee, or consultant of, any Person which is, or that is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent customer or customer of, supplier of the Company or lender to or borrower from, the Companyany of its Subsidiaries; (bii) owns, directly or indirectly, any interest in whole or in part, any tangible or intangible property that used in or necessary to the business of the Company uses in the conduct or any of its businessSubsidiaries; or (ciii) has any cause of action or other claim whatsoever againstagainst the Company or any of its Subsidiaries, or owes any amount to, to the CompanyCompany or any of its Subsidiaries, except for claims in the ordinary course of business business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements arising in the ordinary course of businessagreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Buffalo Wild Wings Inc)

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Potential Conflicts of Interest. To the knowledge of the Company, except Except as set forth on Schedule 5.254.2.1(a), no officernone of the Persons listed on Schedule 4.21(b), director or Affiliate the Company, any of the Company’s Subsidiaries or any of their respective officers, and no relative directors, or spouse of any such officerKey Employees, director or Affiliate: (ai) owns, directly or indirectly, any interest in (excepting less than 1% stock passive holdings for investment purposes in of not more than one percent (1%) of the securities of any publicly held and traded companiescompany), or is an officer, director, employee employee, or consultant of, any Person which is, or that is engaged in business as, a competitor, lessor, lessee, suppliercustomer, distributor, sales agent client or customer of, supplier of the Company or lender to or borrower from, the Companyany of its Subsidiaries; (bii) owns, directly or indirectly, any interest in whole or in part, any tangible or intangible property that used in or necessary to the business of the Company uses in the conduct or any of its businessSubsidiaries; or (ciii) has any cause of action or other claim whatsoever againstagainst the Company or any of its Subsidiaries, or owes any amount to, to the CompanyCompany or any of its Subsidiaries, except for claims in the ordinary course of business business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements arising in the ordinary course of businessagreements.

Appears in 1 contract

Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)

Potential Conflicts of Interest. To the knowledge of the Company, except (a) Except as set forth on Schedule 5.255.30, no current or former ------------- officer, director director, or Affiliate shareholder of the Company or any of its subsidiaries (i) to the Company, and no relative or spouse of any such officer, director or Affiliate: (a) 's best knowledge owns, directly or indirectly, any interest in (excepting less not more than 1% stock holdings for investment purposes in securities of publicly held and traded companies)) in, or is an officer, director, employee employee, or consultant of, any Person which is, person or entity that is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer ofcustomer, or lender to supplier of the Company or borrower from, the Companyany of its subsidiaries; (bii) owns, directly or indirectly, in whole or in part, any tangible or intangible property that the Company uses in the conduct or any of its businesssubsidiaries is using or the use of which is necessary for the business of the Company or any of its subsidiaries; or (ciii) has any cause of action or other claim whatsoever against, or owes any amount to, the CompanyCompany or any of its subsidiaries, except for claims in the ordinary course of business business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements arising in the ordinary course of businessagreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (C Cor Net Corp)

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