Common use of Potential Conflicts of Interest Clause in Contracts

Potential Conflicts of Interest. Except as set forth in Schedule 3.31, to the knowledge of Seller, no officer, manager or member of Company, no spouse of any such officer, manager or member, no relative of such spouse or of any such officer, manager or member 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, manager, 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, Company; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that Company has used in the conduct of the Business; or (c) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, 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 5 contracts

Sources: Membership Interest Purchase Agreement (Scienture Holdings, Inc.), Stock Purchase Agreement (Scienture Holdings, Inc.), Membership Interest Purchase Agreement (Assure Holdings Corp.)

Potential Conflicts of Interest. Except as set forth in on Schedule 3.314.28, to (a) the knowledge of SellerSeller does not, (b) no officer, manager director or member affiliate of Companythe Seller, (c) no relative or spouse (or relative of such spouse) of any such officer, manager director or member, affiliate and (d) no relative of such spouse entity controlled by one or of any such officer, manager or member and no Affiliate of any more of the foregoing: : (ai) ownsown(s), 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, managerdirector, 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, or lender to or borrower from, Company; of the Seller; (bii) ownsown(s), directly or indirectly, in whole or in part, any tangible or intangible property that Company has used the Seller uses in the conduct of the Businessits business; or or (ciii) has any cause of action or other material claim whatsoever against, or owes or has advanced any material amount to, Companythe Seller, 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.

Appears in 1 contract

Sources: Asset Purchase Agreement (Playtex Products Inc)

Potential Conflicts of Interest. Except as set forth in Schedule 3.31, to the knowledge Knowledge of SellerSeller and Company, no officer, manager director or member stockholder of Company, no spouse of any such officer, manager director or memberstockholder, no immediate relative of such spouse or of any such officer, manager director or member stockholder 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, managerdirector, 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, Company; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that Company has used in the conduct of the Business; or (c) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, 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

Sources: Stock Purchase Agreement (Zanett Inc)

Potential Conflicts of Interest. Except as set forth in on Schedule 3.314.28, to (a) the knowledge of SellerSeller does not, (b) no officer, manager director or member affiliate of Companythe Seller, (c) no relative or spouse (or relative of such spouse) of any such officer, manager director or member, affiliate and (d) no relative of such spouse entity controlled by one or of any such officer, manager or member and no Affiliate of any more of the foregoing: : (ai) ownsown(s), directly or indirectly, any interest in (excepting less than one percent (1%) 5% stock holdings for investment purposes in securities of publicly held and traded companies), or is an officer, managerdirector, 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, Company; of the Seller; (bii) ownsown(s), directly or indirectly, in whole or in part, any tangible or intangible property that Company has used the Seller uses in the conduct of the Businessits business; or or (ciii) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, Companythe Seller, 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.

Appears in 1 contract

Sources: Asset Purchase Agreement (Big Smith Brands Inc)

Potential Conflicts of Interest. Except as set forth in Schedule 3.31No officer, director, or, to the knowledge of Seller, no officer, manager or member of Company, no spouse of any such officer, manager or member, no relative of such spouse or of any such officer, manager or member and no Affiliate of any best of the foregoing: Company’s knowledge, stockholder of the Company (a) owns, directly or indirectly, any interest in (excepting less not more than one five percent (15%) stock holdings for investment purposes in securities of publicly held and traded companies)) in, or is an officer, managerdirector, employee employee, or consultant of, any Person which isperson that furnishes or sells services, drug candidates or products that the Company furnishes or sells or proposes to furnish or sell or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer ofcustomer, or lender to or borrower from, supplier of the Company; (b) owns, directly or indirectly, in whole or in partpart (other than solely as a result of his or its ownership of Company Common Stock), any tangible or intangible property that the Company has used in is using or the conduct use of which is necessary for the business of the BusinessCompany; 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 business, such as for accrued vacation pay, accrued benefits under employee benefit plansEmployee Benefit Plans, and similar matters and agreements existing on the date hereofagreements.

Appears in 1 contract

Sources: Merger Agreement (Uluru Inc.)