Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. To the Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or under the control of the Company or any Subsidiary has (a) violated or may be violating any of the terms or conditions of his employment, non-competition or 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 or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and no third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. To the 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, 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 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 Company or any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each Subsidiary's knowledge, no person employed by or 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 Company or any Subsidiary, violated any confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To the Company's and each SubsidiarySeller's knowledge, no third party has claimed that any person employed by or under the control of the Company or any Subsidiary Seller, including, without limitation, Seller's independent contractors, has (ai) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or nondisclosure 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 or (ciii) 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 the Company or any Subsidiary Seller which suggests that such a claim might be contemplated. To the Company's and each SubsidiarySeller's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the business of the Company or any Subsidiary Business by any officer, director director, independent contractor, or key employee of the Company and each SubsidiarySeller, or the conduct or proposed conduct of the business of the Company and each Subsidiary as described in the MemorandumBusiness, 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 SubsidiarySeller's knowledge, no person employed by or under the control of the Company or any Subsidiary Seller has, in connection with such person's performance of any employment or other services rendered to the Company or any SubsidiarySeller, employed any material trade secret or any information or documentation proprietary to any former employer, and to the Company's and each SubsidiarySeller's knowledge, no person employed by or under the control of the Company or any Subsidiary Seller has, in connection with such person's performance of any employment or other services rendered to the Company or any SubsidiarySeller, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To the Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or under the control of the Company or any Subsidiary has (a) violated or may be violating any of the terms or conditions of his employment, non-competition or nondisclosure 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 or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and no third party has requested information from the Company or any Subsidiary which suggests that that, or otherwise indicated that, such a claim might be contemplated. To the 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 of the Company or any Subsidiary by any officer, director or key employee of the Company and each Subsidiary, or the conduct or proposed conduct of the business of the Company and each Subsidiary as described in previously disclosed to the MemorandumInvestors, 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 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 Company or any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each Subsidiary's knowledge, no person employed by or 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 Company or any Subsidiary, violated any confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To the Company's and each Subsidiary'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 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 nondisclosure 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 and no third party employees, or has requested information from the Company or any Subsidiary which that suggests that such a claim might be contemplated. To the Company's and each Subsidiary's knowledge, none best 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, 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 ’s knowledge, no person employed by or under affiliated with the control of the Company Subsidiary has improperly utilized or any Subsidiary has, in connection with such person's performance of any employment or other services rendered proposes to the Company or any Subsidiary, employed improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each best of the Subsidiary's ’s knowledge, no person employed by or under affiliated with 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 Company or any Subsidiary, has violated any 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 the Company's and each SubsidiarySeller's knowledge, except for the Share Ownership Claim, no third party has claimed that any person employed by or under the control of the Company or any Subsidiary has (ai) violated or may be violating any of the material terms or conditions of his employment, independent contractor, non-competition or nondisclosure 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 or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and to Sellers' knowledge, no third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. To the Company's and each SubsidiarySeller's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the business of the Company or any Subsidiary Business by any officer, director director, independent contractor, or key employee of the Company and each SubsidiaryCompany, or the conduct or proposed conduct of the business of the Company and each Subsidiary as described in the MemorandumBusiness, 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 SubsidiarySeller's knowledge, no person employed by or 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 Company or any SubsidiaryCompany, employed any material trade secret or any information or documentation proprietary to any former employer, and to the Company's and each SubsidiarySeller's knowledge, no person employed by or 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 Company or any SubsidiaryCompany, violated any material confidentiality obligation which such person may have owed to any third party.

Proprietary Information of Third Parties. To the Company's and each Subsidiary's knowledge, no third party has claimed that any person employed by or under the control of the Company or any Subsidiary has (a) violated or may be violating any of the terms or conditions of his employment, non-competition or nondisclosure 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 or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees and no third party has requested information from the Company or any Subsidiary which suggests that such a claim might be contemplated. To the 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, or the conduct or proposed conduct of the business of the Company 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 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 Company or any Subsidiary, employed any trade secret or any information or documentation proprietary to any former employer, and to the Company's and each Subsidiary's knowledge, no person employed by or 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 Company or any Subsidiary, violated any confidentiality obligation which such person may have owed to any third party.