No Breach by Employee. The Company is not aware that any employee or consultant of the Company is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. The carrying on of the Company's business by the employees and contractors of the Company and the conduct of the Company business as presently proposed, will not, to the best of the Company's Knowledge, 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 of such employees or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company (or persons the Company currently intends to hire) made prior to their employment by the Company which have not otherwise become property of the Company. At no time during the conception of or reduction of any of the Proprietary Assets to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such Proprietary Assets.
No Breach by Employee. After due inquiry, neither the --------------------- Company nor ITC China is aware that any employee or consultant of the Company or ITC China is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or ITC China or to promote the interests of the Company or ITC China or that would conflict with the Company's or ITC China's business as proposed to be conducted. The carrying on of each of the Company's and ITC China's business by the employees and contractors of the Company and ITC China and the conduct of the Company's and ITC China's business as presently proposed, will not, to the best of the Company's knowledge, 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 of such employees or contractors of the Company or ITC China are now obligated. Neither the Company nor ITC China believes it is or will be necessary to utilize any inventions of any employees of the Company or ITC China (or persons the Company or ITC China currently intends to hire) made prior to their employment by the Company or ITC China. To the best of the Company's knowledge, at no time during the conception of or reduction of any of the Company's or ITC China's Proprietary Assets to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's or ITC China's rights in such Proprietary Assets.
No Breach by Employee. The Company is not aware that any employee, contractor or consultant of the Company is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction relating to the relationship of any such employee, contractor or consultant with the Company or any prior employer that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement, the Voting Agreement or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees, consultants and contractors of the Company and the conduct of the Company's business as presently proposed will not, to the best of the Company's knowledge, 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 of such employees, consultants or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company (or persons the Company currently intends to hire) made prior to or outside the scope of their employment by the Company.
No Breach by Employee. The Company is not aware that any employee or consultant of the Company or its subsidiaries is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or its subsidiaries or to promote the interests of the Company or its subsidiaries, or that would conflict with the businesses of the Company or its subsidiaries as presently conducted or as proposed to be conducted. The carrying on of the business of the Company and its subsidiaries by the employees, consultants and contractors of the Company and its subsidiaries and the conduct of the businesses of the Company and its subsidiaries as presently conducted or as proposed to be conducted, will not, to the Company's knowledge, 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 of such employees, consultants, or contractors or the Company or its subsidiaries is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company or its subsidiaries (or persons the Company currently intends to hire) made prior to their employment by the Company or its subsidiaries, as applicable. To the Company's knowledge, at no time during the conception of or reduction to practice of any of the Proprietary Assets of the Company or its subsidiaries was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source, or subject to any employment agreement, invention assignment, non-disclosure agreement, or other obligation with any third party that could reasonably be expected to adversely affect the rights of the Company or its subsidiaries in such Proprietary Assets.
No Breach by Employee. Seller is not aware that any employee or consultant of Seller is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority, or any other restriction that would interfere with the use of his or her reasonable best efforts to carry out his or her duties for Seller or to promote the interests of Seller or that would conflict with the Acquired Business as proposed to be conducted by Seller or that would prevent such employees or consultants from assigning to Seller inventions conceived or reduced to practice in connection with services rendered to Seller. The carrying on of the Acquired Business by the employees and contractors of Seller and the conduct of the Acquired Business as presently proposed by Seller, will not, to Seller’s knowledge, 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 of such employees or contractors or Seller is now obligated. Seller does not believe it is or will be necessary to utilize any inventions of any employees of Seller (or persons Seller currently intends to hire) made prior to their employment by Seller.
No Breach by Employee. To Seller’s knowledge, no Transferred Employee or consultant to Seller or its subsidiaries who work with the Business (collectively, with Transferred Employees, “Service Providers”) is obligated under any agreement (including licenses, covenants, or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority, or any other restriction that would interfere with the use of his or her reasonable best efforts to carry out his or her duties for Seller or to promote the interests of Seller or that would prevent such employees or consultants from assigning to Seller inventions and all other Intellectual Property created, developed, conceived or reduced to practice in connection with services rendered to Seller. To the Seller’s knowledge, none of the past or present employees, officers or directors of the Seller or any other Person has any rights in the Intellectual Property Assets.
No Breach by Employee. To the Company's best knowledge, the --------------------- Company is not aware that any employee or independent contractor of the Company is obligated under any agreement (including licenses, covenants or commitments of any nature), or subject to any judgment, decree or order of any court or administrative agency or any other restriction, that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted.
No Breach by Employee. The Company is not aware after due inquiry of its employees that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution or delivery of the Transaction Agreements nor the performance of the obligations contemplated thereby, nor the carrying on of the Company's business by the employees, agents and independent contractors of the Company, nor the conduct of the Company's business as proposed will, to the Company's knowledge after due inquiry of its employees, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any law, judgment, order, decree, contract, covenant or instrument under which any of such employees, agents or independent contractors is now subject to or obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment with or retention by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.
No Breach by Employee. No employee or, to the knowledge of the Company, consultant of any of the Company or the WFOEs is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for such company or to promote the interests of such company or that would conflict with its business as proposed to be conducted. To the reasonable knowledge of the Company and the WFOEs, the carrying on of the business of each of the Company and the WFOEs by the employees and contractors of such company and the conduct of its business as presently proposed, does not 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 of such employees or contractors of such company is now obligated. To the best knowledge of the Company and the WFOEs, at no time during the conception of or reduction of any Intellectual Property of the Company and the WFOEs to practice was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the rights of any of the Company and the WFOEs in such Intellectual Property.
No Breach by Employee. The Company is not aware that any employee --------------------- or consultant of the Company is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. The carrying on of the Company's business by the employees and contractors of the Company and the conduct of the Company's business as presently proposed, will not, to the best of the Company's knowledge, 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 of such employees or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of or consultants to the Company (or persons the Company currently intends to hire) made prior to their employment by the Company. To the best of the Company's knowledge, at no time during the conception of or reduction of any of the Company's Proprietary Assets to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's rights in such Proprietary Assets.
