Common use of No Breach by Employee Clause in Contracts

No Breach by Employee. After due inquiry, neither the --------------------- Company nor ITC China is aware that any employee or consultant of the Company or ITC China is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or ITC China or to promote the interests of the Company or ITC China or that would conflict with the Company's or ITC China's business as proposed to be conducted. The carrying on of each of the Company's and ITC China's business by the employees and contractors of the Company and ITC China and the conduct of the Company's and ITC China's business as presently proposed, will not, to the best of 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 or instrument under which any of such employees or contractors of the Company or ITC China are now obligated. Neither the Company nor ITC China believes it is or will be necessary to utilize any inventions of any employees of the Company or ITC China (or persons the Company or ITC China currently intends to hire) made prior to their employment by the Company or ITC China. To the best of the Company's knowledge, at no time during the conception of or reduction of any of the Company's or ITC China's Proprietary Assets to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's or ITC China's rights in such Proprietary Assets.

Appears in 3 contracts

Samples: Series C Preferred Stock Purchase Agreement (Sohu Com Inc), Series B Preferred Stock Purchase Agreement (Sohu Com Inc), Series D Preferred Stock Purchase Agreement (Sohu Com Inc)

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No Breach by Employee. After due inquiry, neither the --------------------- Company nor ITC China is aware that any employee or consultant of the Company or ITC China is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or ITC China or to promote the interests of the Company or ITC China or that would conflict with the Company's or ITC China's business as proposed to be conducted. The carrying on of each of the Company's and ITC China's business by the employees and contractors of the Company and ITC China and the conduct of the Company's and ITC China's business as presently proposed, will not, to the best of 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 or instrument under which any of such employees or contractors of the Company or ITC China are now obligated. Neither the Company nor ITC China believes it is or will be necessary to utilize any inventions of any employees of the Company or ITC China (or persons the Company or ITC China currently intends to hire) made prior to their employment by the Company or ITC China. To the best of the Company's knowledge, at no time during the conception of or reduction of any of the Company's or ITC China's Proprietary Assets to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Company's or ITC China's rights in such Proprietary Assets.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Sohu Com Inc)

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