Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present or, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basis.

Potential Conflicts of Interest. Except as set forth disclosed in Section 3.21 of the Filed SEC Documents, there have been no transactions, agreements, arrangements or understandings between the Company Disclosure Scheduleor any Company Subsidiary, neither any present oron 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 or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder (a) no officer of the Company or any Company Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except stock holdings of publicly held and traded companies solely for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are investment purposes and not in excess of two percent (2%) 1% of the outstanding shares of any such class of such securities and are held solely for investment purposes), securities) or is a stockholder, partner, other holder of equity interestsan officer, director, officeremployee or consultant of any person which is, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or lessee, customer of, or supplier of goods the Company and (b) no officer or services to, director of the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (bi) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more Intellectual Property which the Company or any Company Subsidiary currently uses in its business; is using or the use of which is necessary for the business of the Company or the Company Subsidiaries, (cii) has any claim, charge, action or cause of action or other suit, action or claim whatsoever against, or owes any amount to, against the Company or any Company Subsidiary, except for claims arising 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 the Ordinary Course securities of Business from publicly held and traded companies) or (iv) owes any such Person's service money to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basis.

Potential Conflicts of Interest. Except as set forth in on Section 3.21 3.16 of the Company Disclosure ScheduleLetter, neither any present or(a) no officer or director, to the knowledge of the Company Company, no spouse of any such officer or any Subsidiary, former director, officerand, employee with a salary in excess of $60,000, or stockholder to the knowledge of the Company or Company, no Affiliate of any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) foregoing owns, directly or indirectly, any interest in (except excepting less than one percent (1%) stock holdings for holdings investment purposes in securities that are listed on 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 national securities exchangecompetitor, quoted on a national automated quotation system lessor, lessee, supplier, distributor, or regularly traded in customer of, or investor to or borrower from, the over-the-counter marketCompany or any of its Subsidiaries; (b) no officer, where such holdings are not in excess of two director or shareholder beneficially owning more than five percent (25%) of the outstanding class shares of such securities and are held solely for investment purposes)Common Stock, or is a stockholderand, partnerto the actual knowledge of the Company, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual no Affiliate of any such arrangement with of the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) foregoing, owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 tangible or more which intangible property that the Company or any Subsidiary currently uses of its Subsidiaries use, in its the conduct of business; ; and (c) no officer, director or shareholder beneficially owning more than five percent (5%) of the outstanding shares of Common Stock, and, to the actual knowledge of the Company, no Affiliate of any of the foregoing, has any cause of action or other suit, action or claim whatsoever against, or owes or has advanced any amount to, the Company or any Subsidiaryof its Subsidiaries, except for claims arising in the Ordinary Course ordinary course of Business from any business such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 expense reimbursement in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services ordinary course of any nature to any such Person, other than business in the Ordinary Course of Business in connection accordance with the employment policies of such Person by the Company or any Subsidiary; or (f) hasCompany, since January 1accrued vacation pay, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiaryaccrued benefits under employee benefit plans, and (ii) dividendssimilar matters and agreements existing on the date hereof. Notwithstanding the foregoing, distributions and stock issuances no representation or warranty stated in this Section 3.16 shall be deemed to all common and preferred stockholders (as applicable) on a pro rata basisextend to or include any of the GA Shareholders, CK Shareholders or their respective members, shareholders, investors, officers, directors, employees or Affiliates.

Potential Conflicts of Interest. Except as set forth in Section 3.21 3.27 of the Company Disclosure Schedule, neither any present orLetter, to the knowledge Company’s Knowledge, (i) no Major Stockholder, officer, director or Affiliate of the Company or of any SubsidiaryMajor Stockholder, former director, (ii) no relative or spouse (or relative of such spouse) of any such officer, employee with a salary in excess of $60,000, director or stockholder Affiliate of the Company or of any Subsidiary who beneficially owns Major Stockholder, and (iii) no entity controlled by any one or more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: foregoing: (a) owns, directly or indirectly, any interest in (except excepting not more than 5% stock holdings for holdings investment purposes in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly of publicly held and traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposescompanies), or is a stockholder, partner, other holder of equity interestsan officer, director, officer, employee, employee or consultant of the Company or agent of, its Subsidiaries or any Person that or entity which is, or is engaged in business as, a competitor, lessor, lessee or customer oflessee, customer, distributor, sales agent, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; its Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 tangible or more which intangible property that the Company or any Subsidiary currently its Subsidiaries uses in or the use of which is necessary or desirable for or material to the conduct of its business; ; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiaryits Subsidiaries, except for claims arising in the Ordinary Course ordinary course of Business from any business, such Person's service to as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof; or (d) on behalf of the Company or its Subsidiaries, has made any Subsidiary as a directorpayment or commitment to pay any commission, officer fee or employee; (d) has sold or leased other amount to, or purchased purchase or leased fromobtain or otherwise contract to purchase or obtain any goods or services from any Person of which any officer, director or Affiliate of the Company, or a relative of any of the foregoing, is a partner or shareholder (excepting not more than 5% stock holdings solely for investment purposes in securities of publicly held and traded companies). Section 3.27 of the Company or any Subsidiary any Assets for consideration in excess Disclosure Letter sets forth a list of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person all Potential Employee Conflicts that have been approved by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company its Subsidiaries or any Subsidiary involving in excess member of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basismanagement thereof.

Potential Conflicts of Interest. Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present oron Schedule 2.1(T), to the knowledge of the Company and the Subsidiaries (a) no Seller, and (b) no officer or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, director or stockholder affiliate of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock 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 Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: foregoing: (ai) owns, directly or indirectly, any interest in (except excepting not more than 5% stock holdings for holdings investment purposes in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly of publicly held and traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposescompanies), or is a stockholder, partner, other holder of equity interestsan officer, director, officer, employee, employee or consultant or agent of, any Person that person or entity which is, or is engaged in business as, a competitor, lessor, lessee or customer oflessee, customer, distributor, sales agent, or supplier of goods or services to, the Company or any Subsidiary, except where of the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve Subsidiaries; (12) months; (bii) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 tangible or more which intangible property that the Company or any Subsidiary currently of the Subsidiaries uses in its or the use of which is necessary or desirable for the conduct of their respective business; ; (ciii) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiaryof the Subsidiaries, except for claims arising in the Ordinary Course ordinary course of Business from any business, such Person's service to as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof; or (iv) on behalf of the Company or any Subsidiary as a directorof the Subsidiaries, officer has made any payment or employee; (d) has sold commitment to pay any commis sion, fee or leased other amount to, or purchased purchase or leased 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 Subsidiary of the Subsidiaries, or a relative of any Assets for consideration in excess of $60,000 in the aggregate since January 1foregoing, 1995; (e) is a party to any Agreement pursuant to which the Company partner or any Subsidiary provides office space to any such Person, or provides services stockholder (excepting stock holdings solely for investment purposes in securities of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, publicly held and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basistraded companies).

Potential Conflicts of Interest. Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present or, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-the- counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995the inception of the Company; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995the inception of the Company, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basisbasis and (iii) as set forth in Section 3.04 of the Company Disclosure Schedule.

Potential Conflicts of Interest. Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present or, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a an annual salary in excess of $60,000, or stockholder of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995the inception of the Company; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995the inception of the Company, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basisbasis and (iii) as set forth in Section 3.04 of the Company Disclosure Schedule.

Potential Conflicts of Interest. (a) Except as set forth in Section 3.21 of the Company Disclosure Scheduleon Schedule 5.30, neither any present orno current or former ------------- officer, to the knowledge director, or shareholder of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder of its subsidiaries (i) to the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) Company's best knowledge owns, directly or indirectly, any interest in (except excepting not more than 1% stock holdings for holdings investment purposes in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly of publicly held and traded in the over-the-counter market, where such holdings are not in excess of two percent (2%companies) of the outstanding class of such securities and are held solely for investment purposes)in, or is a stockholder, partner, other holder of equity interestsan officer, director, officer, employee, or consultant or agent of, any Person person or entity that is a competitor, lessor, lessee or customer oflessee, customer, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve its subsidiaries; (12) months; (bii) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 tangible or more which intangible property that the Company or any Subsidiary currently uses in of its business; subsidiaries 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 suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiaryof its subsidiaries, except for claims arising in the Ordinary Course ordinary course of Business from business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements. (b) To the best of the Company's knowledge, no officer, director, employee, or consultant of the Company or any such Person's service of its subsidiaries is presently obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (i) conflicts or may conflict with his or her agreements and obligations to use his or her best efforts to promote the interests of the Company or any of its subsidiaries, (ii) conflicts or may conflict with the business or operations of the Company or any of its subsidiaries as presently conducted or as proposed to be conducted in the short term, or (iii) restricts or may restrict the use or disclosure of any information that may be useful to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basisits subsidiaries.

Potential Conflicts of Interest. Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present ornor, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, director, or stockholder officer of the Company or any Subsidiary Subsidiary, nor, to the knowledge of the Company or any Subsidiary, any stockholder who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor nor, to the knowledge of the Company or any Subsidiary, any Affiliate of such employee, director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has asserted any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee, or amounts owing in the Ordinary Course of Business in connection with such Person's purchase of goods or services from the Company or any Subsidiary; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basis.