Common use of Certain Agreements of Officers and Employees Clause in Contracts

Certain Agreements of Officers and Employees. (a) No officer, employee or consultant of any of the Subsidiaries is, or, to the Company's knowledge, is now anticipated to be, in violation of any material term of any employment contract, patent disclosure agreement, proprietary information agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant, relating to the right of any such officer, employee, or consultant to be employed or engaged by any Subsidiary because of the nature of the business conducted or to be conducted by any Subsidiary or relating to the use of trade secrets or proprietary information of others, and to the Company's knowledge and belief, the continued employment or engagement of the Subsidiaries' officers, employees or consultants does not subject the Subsidiaries or the Company to any liability with respect to any of the foregoing matters. (b) No officer, consultant or employee of any of the Subsidiaries whose termination, either individually or in the aggregate, could have a Material Adverse Effect on any of the Subsidiaries, has terminated since the date hereof; or to the best knowledge of the Company, has any present intention of terminating, his employment or engagement with any Subsidiary, nor has any such person been, or been proposed to be terminated by any Subsidiary.

Certain Agreements of Officers and Employees. (a) No officer, employee or consultant of the Company or any of the Subsidiaries Subsidiary is, oror is now, to the Company's knowledge, is now anticipated expected to be, in violation of any material term of any employment contract, patent disclosure agreement, proprietary information agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive covenant, relating to the right of any such officer, employee, or consultant to be employed or engaged by any the Company or such Subsidiary because of the nature of the business conducted or to be conducted by any the Company or such Subsidiary or relating to the use of trade secrets or proprietary information of others, and to the Company's best knowledge and belief, the continued employment or engagement of the Subsidiaries' Company's or such Subsidiary's officers, employees or consultants does not subject the Subsidiaries Company, such Subsidiary or the Company any Purchaser to any liability with respect to any of the foregoing matters. (b) No officer, consultant or employee of any Key Employee of the Subsidiaries Company or any Subsidiary whose termination, either individually or in the aggregate, could have a Material Adverse Effect material adverse effect on any of the SubsidiariesCompany or such Subsidiary, has terminated since the date hereof; or , or, except as set forth in the Disclosure Letter, to the best knowledge of the Company, has any present intention of terminating, his employment or engagement with any Subsidiary, nor has any the Company or such person been, or been proposed to be terminated by any Subsidiary.