Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. No executive officer or director of the Company or any of the Subsidiaries, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more of the foregoing: (i) owns, directly or indirectly, any interest in (excepting less than 5% 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 the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a); (ii) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property that the Company or any of the Subsidiaries uses in the conduct of its business; or (iii) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes any amount to, the Company 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 plans, and similar matters and agreements existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.19 and except for Vectis employees at the Company, no officer, director or director stockholder beneficially owning more than 5% of the Company or any outstanding shares of Common Stock, to the Knowledge of the SubsidiariesCompany, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more stockholder, and, to the Knowledge of the foregoing: Company, no Affiliate of any of the foregoing (ia) owns, directly or indirectly, any interest in (excepting less than 5% 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 which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of of, or lender to or borrower from, the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a); its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property tangible or intangible property that the Company or any of the its Subsidiaries uses use, in the conduct of its business; or or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company or any of the 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 existing on the date hereof.

Potential Conflicts of Interest. No executive officer or director Except as set forth on Section 5.23 of the Company Parent Disclosure Schedule, no officer, director, stockholder or other beneficial owner (as such term is defined under Rule 13d3 of the Exchange Act) (other than any beneficial owner or stockholder that is not a party to the Stockholders' Agreement) of securities of Parent or any of the its Subsidiaries, no Stockholder, no relative or spouse : (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more of the foregoing: (ia) owns, directly or indirectly, any interest in (excepting less than 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any entity or Person which that is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of the Company of, or lender to or borrower from, Parent or any of the Subsidiaries except as set forth on Schedule 3.25(a); its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property tangible or intangible property that the Company Parent or any of the its Subsidiaries uses in the conduct of its business; or or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company Parent or any of the 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 existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.27, (a) the Sellers do not, (b) no officer, director or director affiliate of the Company or any of the SubsidiariesSellers, (c) no Stockholderrelative, no relative to the knowledge of the Company, or spouse (or or, to the knowledge of the Company, relative of such spouse) of any such officer, director or Stockholder affiliate or of the Sellers and (d) no entity controlled by one or more of the foregoing: (ia) ownsown(s), directly or indirectly, any interest in (excepting less than 51% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee or consultant of, any Person person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a)Company; (iib) except as set forth on Schedule 3.25(bown(s), owns, directly or indirectly, in whole or in part, or use(s) (other than the Sellers and officers and directors of the Company) any Property property that the Company or any of the Subsidiaries uses in the conduct of its business; or (iiic) except as set forth on Schedule 3.25(c), has has/have any cause of action or other claim Claim whatsoever against, or owes any amount to, the Company or any of the SubsidiariesCompany, except for claims in the ordinary course of business such as for accrued vacation pay, accrued benefits under employee benefit plansBenefit Plans, and similar matters and agreements existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.20 no officer, director or director stockholder beneficially owning more than five percent (5%) of the Company or any outstanding shares of Common Stock, to the Knowledge of the SubsidiariesCompany, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more stockholder, and, to the Knowledge of the foregoing: Company, no Affiliate of any of the foregoing (ia) owns, directly or indirectly, any interest in (excepting less than 5% 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 which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of of, or lender to or borrower from, the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a); its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property tangible or intangible property that the Company or any of the its Subsidiaries uses use, in the conduct of its business; or or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company or any of the 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 existing on the date hereof.

Potential Conflicts of Interest. No executive officer or ------------------------------- director of the Company or any of the Subsidiaries, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more of the foregoing: (i) owns, directly or indirectly, any interest in (excepting less than 5% 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 the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a3.2 (a); (ii) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property that the Company or any of the Subsidiaries uses in the conduct of its business; or (iii) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes any amount to, the Company 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 plans, and similar matters and agreements existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.20, no officer, director or director stockholder beneficially owning more than five percent (5%) of the Company or any outstanding shares of Common Stock, to the Knowledge of the SubsidiariesCompany, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more stockholder, and, to the Knowledge of the foregoing: Company, no Affiliate of any of the foregoing (ia) owns, directly or indirectly, any interest in (excepting less than 5% 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 which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of of, or Investor to or borrower from, the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a); its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property tangible or intangible property that the Company or any of the its Subsidiaries uses use, in the conduct of its business; or or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company or any of the 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 existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.26, no officer, director, or director affiliate of the Company Seller or any of the its Subsidiaries, no Stockholderchild, no relative parent, or spouse (or relative child or parent of such spouse) of any such officer, director director, or Stockholder affiliate or of any shareholder, and no entity controlled by one or more of the foregoing, nor any shareholder: (ia) owns, directly or indirectly, any interest in (excepting less than 51% stock holdings shareholdings for investment purposes in securities of publicly held and traded companies), or is an officer, director, employee employee, or consultant of, any Person person, firm, corporation, or other entity which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent agent, or customer of the Company Seller or any of the Subsidiaries except as set forth on Schedule 3.25(a)its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property that tangible or intangible property the Company Seller or any of the its Subsidiaries uses use in the conduct of its business; or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or any other claim whatsoever against, or owes any amount to, the Company Seller or any of the its Subsidiaries, except for claims in the ordinary course of business for items such as for accrued vacation holiday pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereofmatters.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.20, no officer, director or director stockholder beneficially owning more than five percent (5%) of the Company or any outstanding shares of Common Stock, to the Knowledge of the SubsidiariesCompany, no Stockholder, no relative or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more stockholder, and, to the Knowledge of the foregoing: Company, no Affiliate of any of the foregoing (ia) owns, directly or indirectly, any interest in (excepting less than 5% 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 which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of of, or lender to or borrower from, the Company or any of the Subsidiaries except as set forth on Schedule 3.25(a); its Subsidiaries; (iib) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property tangible or intangible property that the Company or any of the its Subsidiaries uses use, in the conduct of its business; or or (iiic) except as set forth on Schedule 3.25(c), has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, the Company or any of the 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 existing on the date hereof.

Potential Conflicts of Interest. No executive officer Except as set forth on Schedule 3.24 hereto, to the knowledge of the Company, no officer, director or director shareholder of the Company or any of the Subsidiariesits Subsidiaries (other than BBV, no Stockholder, no relative Marathon or spouse (or relative of such spouse) of any such officer, director or Stockholder and no entity controlled by one or more of the foregoing: (iLLC) owns, directly or indirectly, any interest in (excepting less not more than 51% stock holdings for investment purposes in securities of publicly held and traded companies), ) or is an officer, director, employee or consultant of, of any Person which is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent lessee or customer supplier of the Company or any of the Subsidiaries except its Subsidiaries. Except as set forth on Schedule 3.25(a); 3.24 hereto, to the knowledge of the Company, no officer, director or shareholder of the Company or any of its Subsidiaries (iia) except as set forth on Schedule 3.25(b), owns, directly or indirectly, in whole or in part, any Property that material tangible or intangible property which the Company or any of its Subsidiaries is using or the Subsidiaries uses in use of which is necessary for the conduct business of the Company or any of its business; or Subsidiaries or (iiib) except as set forth on Schedule 3.25(c), has any material cause of action or other claim whatsoever against, or owes any material amount to, the Company or any of the its Subsidiaries, except for claims which arose in the ordinary course of business such as for business, including but not limited to accrued vacation pay, accrued benefits under employee benefit plans, Employee Benefit Plans and similar matters and agreements existing on the date hereofagreements.