Key Employee Representations Sample Clauses

Key Employee Representations. Each of the Sellers who is a Key Employee represents as follows: (a) Each such Seller has not violated or breached, and will not violate or breach, any of its obligations or duties, if any, owed to any of its other former employers, including, but not limited to, its obligations or duties regarding (a) misappropriation or misuse of a former employer’s Intellectual Property or other confidential information, (b) non-solicitation of a former employer’s employees, consultants, customers or other business associates, or (c) non-competition. Each such Seller represents that he or she will not utilize a former employer’s Intellectual Property or other confidential or proprietary information in connection with his or her duties with the Company subsequent to the Closing. (b) There is no action, suit, proceeding, arbitration, mediation, complaint, claim, charge or, to such Seller’s knowledge, investigation before any court, arbitrator, mediator or governmental body, pending, or currently threatened against such Seller arising out of his or her prior employment or consultancy, nor, to such Seller’s knowledge, do any reasonable grounds exist for a third party to initiate such an action. (c) Other than payment of wages and benefits due under the Company’s current pay cycle, and any accrued vacation, such Seller has no claim or basis for a claim against the Company. Such Seller has no current intention of terminating employment with the Company, including following the Share Purchase.