Common use of Employees’ Invention Clause in Contracts

Employees’ Invention. To the Knowledge of the Warrantors, none of the Group Companies is aware that any of Key Officers or key employees with position of vice president or higher is obligated under any agreement or contract (including licenses, covenants or commitments of any nature) or instrument, or subject to any judgment, decree or order of any court or governmental agency or instrumentality, that would interfere with the use of his or her best efforts to promote the interests of such Group Company or that would conflict with the business as currently conducted or as proposed to be conducted by such Group Company. Neither the execution nor delivery of this Agreement or the Transaction Documents, nor the carrying on of the business as currently conducted or as proposed to be conducted by any Group Company (except for Target Business), will, to the Warrantors’ best Knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a violation or default under, any such Contract, judgment, decree or order under which any of such officers or employees are currently obligated. None of the Group Companies believes it is or will be necessary to utilize any inventions of any of its officers or employees (or people it currently intends to hire) made prior to or outside the scope of their employment by such Group Company.

Employees’ Invention. To the Knowledge None of the Warrantors, none Warrantors is aware that any Key Employee of the Group Companies is aware that any of Key Officers or key employees with position of vice president or higher is obligated under any agreement or contract (including licenses, covenants or commitments of any nature) or instrument, or subject to any judgment, decree or order of any court or governmental agency or instrumentality, that would interfere with the use of his or her best efforts to promote the interests of such Group Company or that would conflict with the business as currently conducted or as proposed to be conducted by such Group Company, or that would prevent such Key Employee from assigning to such Group Company all Proprietary Assets conceived, developed or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement or the any Transaction DocumentsDocument, nor the carrying on of the business as currently conducted or as proposed to be conducted by any Group Company (except for Target Business)Company, will, to the Warrantors’ best Knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a violation or default under, any such Contract, judgment, decree or order under which any of such officers or employees are Key Employee is currently obligated. None of the Group Companies believes it is or will be necessary to utilize any inventions of any of its officers or employees (or people it currently intends to hire) made prior to or outside the scope of their employment by such Group Company.