Common use of Employees and Consultants Clause in Contracts

Employees and Consultants. Except as set forth in the Disclosure Materials, the Company has not entered into any arrangement with any present or former employee that will result in any obligation of the Company to make any payment to such employee upon termination. True and complete copies of all written employment agreements with the key executive officers of the Company have been delivered to Buyer prior to the Closing Date. To the Company's knowledge, no employee of or consultant to the Company is in material violation of any term of any employment contract or any other contract or agreement relating to the relationship of any such employee or consultant with the Company. The Company has not received notice that any executive officer intends to terminate his employment with the Company, nor does the Company have any present intention to terminate the employment of any executive officer. To the Company's knowledge, none of its employees are 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 of administrative agency, that would interfere with the use of his/her reasonable diligence to promote the interests of the Company that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of terms, conditions or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is obligated, which conflict, breach, or default would be materially adverse to the Company.

Employees and Consultants. Except as set forth in the Disclosure Materials, the Company Buyer has not entered into any arrangement with any present or former employee that will result in any obligation of the Company Buyer to make any payment to such employee upon termination. True and complete copies of all written employment agreements with the key executive officers of the Company have been delivered to Buyer Company prior to the Closing Date. To the CompanyBuyer's knowledge, no employee of or consultant to the Company Buyer is in material violation of any term of any employment contract or any other contract or agreement relating to the relationship of any such employee or consultant with the CompanyBuyer. The Company company has not received notice that any executive officer intends to terminate his employment with the CompanyBuyer, nor does the Company Buyer have any present intention to terminate the employment of any executive officer. To the CompanyBuyer's knowledge, none of its employees are 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 of administrative agency, that would interfere with the use of his/her reasonable diligence to promote the interests of the Company Buyer that would conflict with the CompanyBuyer's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the conduct of the CompanyBuyer's business as proposed, will, to the CompanyBuyer's knowledge, conflict with or result in a breach of terms, conditions or provisions of, or constitute a default under, any contract, covenant, or instrument under which any of such employees is obligated, which conflict, breach, or default would be materially adverse to the CompanyBuyer.

Employees and Consultants. Except as set forth in on Item 3.14 of the Disclosure MaterialsSchedule, the Company has not entered into any arrangement with any present or former employee that will result in any obligation of the Company to make any payment to such employee upon termination. True and complete copies of all written employment agreements with the key executive officers of the Company listed on Item 3.14 of the Disclosure Schedule have been delivered made available to Buyer Purchaser prior to the Closing Date. To the Company's knowledge, no employee of or consultant to the Company is in material violation of any term of any employment contract or any other contract or agreement relating to the relationship of any such employee or consultant with the Company. The Company has not received notice that any executive officer intends to terminate his employment with the Company, nor does the Company have any present intention to terminate the employment of any executive officer. To the Company's knowledge, none of its employees are 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 of or administrative agency, that would interfere with the use of his/her reasonable diligence 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, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, 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, covenant or instrument under which any of such employees is obligated, which conflict, breach, breach or default would be materially adverse to the Company.