Common use of No Breach by Employee Clause in Contracts

No Breach by Employee. The Company is not aware that any employee, contractor or consultant of the Company 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 relating to the relationship of any such employee, contractor or consultant with the Company or any prior employer that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement, the Voting Agreement or the Co-Sale Agreement, nor the carrying on of the Company's business by the employees, consultants and contractors of the Company and the conduct of the Company'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, consultants or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company (or persons the Company currently intends to hire) made prior to or outside the scope of their employment by the Company.

No Breach by Employee. The Company is not aware that any employee, contractor employee or --------------------- consultant of the Company 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 relating to the relationship of any such employee, contractor employee or consultant with the Company or any prior employer that would interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement, the Voting Agreement or the Co-Sale Voting Agreement, nor the carrying on of the Company's business by the employees, consultants employees and contractors of the Company and the conduct of the Company'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, consultants employees or contractors or the Company is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any employees of the Company (or persons the Company currently intends to hire) made prior to or outside the scope of their employment by the Company.