Common use of Potential Conflict of Interest Clause in Contracts

Potential Conflict of Interest. No officer or director of Seller 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 the Business as currently conducted by Seller. No officer or director of Seller (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, 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, 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, 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 (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of Seller.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Odetics Inc), Asset Purchase Agreement (Frequency Electronics Inc)

Potential Conflict of Interest. No officer or director of Seller the Company 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 five percent (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 the Company or which conducts a business similar to the Business as currently any business conducted by Sellerthe Company. No officer or director of Seller the Company (a) owns or holds, directly or indirectly, in whole or in part, any Seller Company Intellectual Property, (b) has any claim, charge, action or cause of action against Sellerthe Company, 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 Sellerthe Company, 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 an officer or director of Seller the Company (or, to the Knowledge knowledge of Sellerthe Company, 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 five percent (5% %) of the equity of any such entity) or (d) owes any money to Seller the Company or (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of Sellerthe Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Emcore Corp)