Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. To Seller's knowledge, no third party has claimed that any person employed by or under the control of Seller, including, without limitation, Seller's independent contractors, has (i) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledge, no third party has requested information from Seller which suggests that such a claim might be contemplated. To Seller's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To Sellerthe Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or under the control of Seller, including, without limitation, Seller's independent contractors, the Company or any Subsidiary has (ia) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledge, no third party has requested information from Seller the Company or any Subsidiary which suggests that that, or otherwise indicated that, such a claim might be contemplated. To Sellerthe Company's and each Subsidiary's knowledge, none of the execution or delivery of this AgreementAgreement or any of the other Transaction Documents, or the carrying on of the Business business of the Company or any Subsidiary by any officer, director, independent contractor, director or key employee of Sellerthe Company and each Subsidiary, or the conduct or proposed conduct of the Businessbusiness of the Company and each Subsidiary as previously disclosed to the Investors, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Sellerthe Company's and each Subsidiary's knowledge, no person employed by or under the control of Seller the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company or any Subsidiary, employed any material trade secret or any information or documentation proprietary to any former employer, and to Sellerthe Company's and each Subsidiary's knowledge, no person employed by or under the control of Seller the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company or any Subsidiary, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To Seller's knowledge, no No third party has claimed or has reason to claim that any person employed by or under affiliated with the control of Seller, including, without limitation, Seller's independent contractors, Subsidiary has (ia) violated or may be violating to any material extent any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party party, or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledgeemployees, no third party or has requested information from Seller which the Subsidiary that suggests that such a claim might be contemplated. To Seller's knowledge, none the best of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Seller's Subsidiary’s knowledge, no person employed by or under affiliated with the control of Seller has, in connection with such person's performance of Subsidiary has improperly utilized or proposes to improperly utilize any employment or other services rendered to Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to Seller's the best of the Subsidiary’s knowledge, no person employed by or under affiliated with the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, Subsidiary has violated any material confidentiality obligation confidential relationship which such person may have owed to had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Subsidiary, and the Subsidiary has no reason to believe there will be any such employment or violation. To the best of the Subsidiary’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Subsidiary as officers, employees or agents by any officer, director or key employee of the Subsidiary, or the conduct or proposed conduct of the business of the Subsidiary, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. To Seller's knowledge, no third party has claimed that any person employed by or under the control of Seller, including, without limitation, Seller's independent contractors, has (i) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledge, no third party has requested information from Seller which suggests that such a claim might be contemplated. To Seller's knowledge, other than any of the Assigned Agreements which may require consent to assignment by the other party or parties thereto, none of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to Seller's knowledge, no person employed by or under the control of Seller has, in connection with such person's performance of any employment or other services rendered to Seller, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To each Seller's knowledge, except for the Share Ownership Claim, no third party has claimed that any person employed by or under the control of Seller, including, without limitation, Seller's independent contractors, the Company has (i) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's Sellers' knowledge, no third party has requested information from Seller the Company which suggests that such a claim might be contemplated. To each Seller's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Sellerthe Company, or the conduct of the Business, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To each Seller's knowledge, no person employed by or under the control of Seller the Company has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company, employed any material trade secret or any information or documentation proprietary to any former employer, and to each Seller's knowledge, no person employed by or under the control of Seller the Company has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To Seller's Except as set forth on Schedule 3.13, to the best of the Company’s knowledge, no third party has claimed or has reason to claim that any person Person employed by or under affiliated with the control of Seller, including, without limitation, Seller's independent contractors, Company or any Significant Subsidiary has (ia) violated or may be violating to any material extent any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party party, or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledgeemployees, no third party or has requested information from Seller the Company or any Significant Subsidiary which suggests that such a claim might be contemplated. To Seller's knowledge, none the best of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Seller's Company’s knowledge, no person Person employed by or under affiliated with the control of Seller has, in connection with such person's performance of Company or any employment Significant Subsidiary has utilized or other services rendered proposes to Seller, employed utilize any material trade secret or any information or documentation proprietary to any former employer, and to Seller's the best of the Company’s knowledge, no person Person employed by or under affiliated with the control of Seller hasCompany or any Significant Subsidiary has violated any confidential relationship which such Person may have had with any third party, in connection with such person's performance the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company or any Significant Subsidiary, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement or the other services rendered to SellerBasic Documents, violated or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company or any Significant Subsidiary, or the conduct or proposed conduct of the business of the Company and each Significant Subsidiary, will materially conflict with or result in a material confidentiality obligation breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person may have owed to any third partyPerson is obligated.

Proprietary Information of Third Parties. To Sellerthe Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or under the control of Seller, including, without limitation, Seller's independent contractors, the Company or any Subsidiary has (ia) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure nondisclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Seller's knowledge, no third party has requested information from Seller the Company or any Subsidiary which suggests that such a claim might be contemplated. To Sellerthe Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the Business business of the Company or any Subsidiary by any officer, director, independent contractor, director or key employee of Sellerthe Company and each Subsidiary, or the conduct or proposed conduct of the Businessbusiness of the Company and each Subsidiary as described in the Memorandum, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any such person is obligated. To Sellerthe Company's and each Subsidiary's knowledge, no person employed by or under the control of Seller the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company or any Subsidiary, employed any material trade secret or any information or documentation proprietary to any former employer, and to Sellerthe Company's and each Subsidiary's knowledge, no person employed by or under the control of Seller the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to Sellerthe Company or any Subsidiary, violated any material confidentiality obligation which such person may have owed to any third party.