Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Subsidiary that suggests that such a claim might be contemplated. To the best of the Subsidiary’s knowledge, no person employed by or affiliated with the Subsidiary has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Subsidiary’s knowledge, no person employed by or affiliated with the Subsidiary has violated any confidential relationship which such person may have 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. No To the Company's and each Subsidiary's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the control of the Company or any Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure nondisclosure agreement with such third party, (b) 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 (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or employees and no third party has requested information from the Company or any Subsidiary that which suggests that such a claim might be contemplated. To the best Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the business of the Company or any Subsidiary by any officer, director or key employee of the Company and each Subsidiary’s , or the conduct or proposed conduct of the business 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 the Company's and each Subsidiary's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has improperly utilized Company or proposes to improperly utilize any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company's and each Subsidiary’s 's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has Company or any Subsidiary, violated any confidential relationship confidentiality obligation which such person may have had with owed to 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. No To Seller's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the Subsidiary control of Seller, including, without limitation, Seller's independent contractors, has (ai) 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, (bii) 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 (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employeesemployees and to Seller's knowledge, or no third party has requested information from the Subsidiary that Seller which suggests that such a claim might be contemplated. To the best Seller's knowledge, none of the Subsidiary’s 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 affiliated under the control of Seller has, in connection with the Subsidiary has improperly utilized such person's performance of any employment or proposes other services rendered to improperly utilize Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to the best of the Subsidiary’s Seller's knowledge, no person employed by or affiliated under the control of Seller has, in connection with the Subsidiary has such person's performance of any employment or other services rendered to Seller, violated any confidential relationship material confidentiality obligation which such person may have had with owed to 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. No To the Company's and each Subsidiary's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the control of the Company or any Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) 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 (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or employees and no third party has requested information from the Company or any Subsidiary that which suggests that that, or otherwise indicated that, such a claim might be contemplated. To the best Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement or any of the other Transaction Documents, or the carrying on of the business of the Company or any Subsidiary by any officer, director or key employee of the Company and each Subsidiary’s , or the conduct or proposed conduct of the business 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 the Company's and each Subsidiary's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has improperly utilized Company or proposes to improperly utilize any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company's and each Subsidiary’s 's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has Company or any Subsidiary, violated any confidential relationship confidentiality obligation which such person may have had with owed to 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. No To each Seller's knowledge, except for the Share Ownership Claim, no third party has claimed or has reason to claim that any person employed by or affiliated with under the Subsidiary control of the Company has (ai) 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, (bii) 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 (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employeesemployees and to Sellers' knowledge, or no third party has requested information from the Subsidiary that Company which suggests that such a claim might be contemplated. To the best each Seller's knowledge, none of the Subsidiary’s execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of the 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 affiliated under the control of the Company has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has improperly utilized or proposes to improperly utilize Company, employed any material trade secret or any information or documentation proprietary to any former employer, and to the best of the Subsidiary’s each Seller's knowledge, no person employed by or affiliated under the control of the Company has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has Company, violated any confidential relationship material confidentiality obligation which such person may have had with owed to 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. No To the Company's and each Subsidiary's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the control of the Company or any Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) 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 (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or employees and no third party has requested information from the Company or any Subsidiary that which suggests that such a claim might be contemplated. To the best Company's and each Subsidiary's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the business of the Company or any Subsidiary by any officer, director or key employee of the Company and each Subsidiary’s , or the conduct or proposed conduct of the business of the Compa- ny 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 the Company's and each Subsidiary's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has improperly utilized Company or proposes to improperly utilize any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company's and each Subsidiary’s 's knowledge, no person employed by or affiliated under the control of the Company or any Subsidiary has, in connection with such person's performance of any employment or other services rendered to the Subsidiary has Company or any Subsidiary, violated any confidential relationship confidentiality obligation which such person may have had with owed to 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.