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 Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, non-disclosure or similar type of 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 Company that suggests that such a claim might be contemplated. To the best of the knowledge of Company or any Seller, no person employed by or affiliated with Company 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 knowledge of Company or any Seller, no person employed by or affiliated with Company 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 Company, and Company has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any Seller, 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 Company as officers, employees or agents by any officer, director or employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”), or the conduct or proposed conduct of the business of Company, 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 knowledge, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, or non-disclosure or similar type of agreement with such third party, (b) disclosed or may be disclosing disclosing, or utilized or may be utilizing 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 Company that which suggests that any such a claim might be contemplated. To the best of the knowledge of Company or any SellerCompany’s knowledge, no person employed by or affiliated with the Company 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 knowledge of Company or any SellerCompany’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which that such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product product, or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any SellerCompany’s knowledge, none of the execution or delivery of this Agreement Agreement, the Transaction Documents, and the other related agreements and documents executed in connection herewithWarrants, or the carrying on of the business of the Company as officers, employees employees, or agents by any officer, director director, or key employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of of, or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (ai) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, competition or non-disclosure or similar type of agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret Trade Secret (as defined in Section 3.13 hereof) or proprietary information or documentation of such third party, or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . To the knowledge of the Company: (a) no third party has requested information from informed the Company that suggests that such a claim might be contemplated. To the best of the knowledge of Company or any Seller, ; (b) no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize unlawfully employ any trade secret Trade Secret or any information or documentation proprietary to any former employeremployer in any product or service of the Company or in the operation of the Company, and to the best of the knowledge of Company or any Seller, (c) no person employed by or affiliated with the Company has violated any confidential relationship confidentiality obligation 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 Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the knowledge of Company or any SellerCompany, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any noncompetition contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the ---------------------------------------- Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, competition or non-disclosure or similar type of 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, 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 . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the knowledge of Company or any SellerCompany's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the knowledge of Company or any SellerCompany's knowledge, no person employed by or affiliated with the Company 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 Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any SellerCompany's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of the Company, 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 knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (ai) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, competition or non-disclosure or similar type of agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret Trade Secret (as defined in Section 3.13 hereof) or proprietary information or documentation of such third party, or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . To the knowledge of the Company: (a) no third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the knowledge of Company or any Seller, ; (b) no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret Trade Secret or any information or documentation proprietary to any former employer, and to the best of the knowledge of Company or any Seller, (c) no person employed by or affiliated with the Company 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 Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the knowledge of Company or any SellerCompany, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any noncompetition contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or to the best of Seller's knowledge has reason to claim that any person employed by or affiliated with Company the Seller in connection with the Business or the Transferred Assets has (a) violated or may be violating to any material extent any of the terms or conditions of his or her such person's employment, non-competition, competition or non-disclosure or similar type of 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 Company that suggests that such a claim might be contemplated. To the best of the knowledge of Company or any Seller's knowledge, no person employed by or affiliated with Company the Seller in connection with the Business or the Transferred Assets has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employeremployer and, and to the best of the knowledge of Company or any Seller's knowledge, no person employed by or affiliated with Company the Seller 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 Companythe Business, and Company the Seller has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any Seller's knowledge, none of the execution or delivery of this Agreement and or any of the other related agreements and documents executed in connection herewithRelated Agreements, or the carrying on of the business of Company Business as officers, employees or agents by any officeragent, director consultant or employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Business, or the conduct or proposed conduct of the business of CompanyBusiness, 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 best of the ---------------------------------------- Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, competition or non-disclosure or similar type of 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, 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 . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the knowledge of Company or any SellerCompany's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the knowledge of Company or any SellerCompany's knowledge, no person employed by or affiliated with the Company 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 Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any SellerCompany's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of the Company, 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 third ---------------------------------------- party has claimed or or, to the Company's knowledge, has reason to claim that any person Person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition, non- competition or non-disclosure or similar type of 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, 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 . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the knowledge of Company or any SellerCompany's knowledge, no person Person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, except as licensed or otherwise authorized or permitted to do so, and to the best of the knowledge of Company or any Seller, no person Person employed by or affiliated with the Company has violated any confidential relationship which such person 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 Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the knowledge of Company or any Seller, none None of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of Company as officers, employees or agents by any officer, director or employee of Company identified by Company and Purchaser and listed on the Company Disclosure Schedule (each, a “Company Key Employee”)Company, or the conduct or proposed conduct of the business of Company, the Company 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 Person is obligated.