Common use of No Breach by Employee Clause in Contracts

No Breach by Employee. The Company is not aware that any employee or consultant of the Company or its subsidiaries 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 its subsidiaries or to promote the interests of the Company or its subsidiaries, or that would conflict with the businesses of the Company or its subsidiaries as presently conducted or as proposed to be conducted. The carrying on of the business of the Company and its subsidiaries by the employees, consultants and contractors of the Company and its subsidiaries and the conduct of the businesses of the Company and its subsidiaries as presently conducted or as proposed to be conducted, will not, to 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 or its subsidiaries 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 its subsidiaries (or persons the Company currently intends to hire) made prior to their employment by the Company or its subsidiaries, as applicable. To the Company's knowledge, at no time during the conception of or reduction to practice of any of the Proprietary Assets of the Company or its subsidiaries 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, invention assignment, non-disclosure agreement, or other obligation with any third party that could reasonably be expected to adversely affect the rights of the Company or its subsidiaries in such Proprietary Assets.

No Breach by Employee. The Company is not aware that any employee or consultant To the Company's knowledge, (i) none of the Company Company's or its subsidiaries is any Major Subsidiary's employees or consultants are obligated under any agreement (including licenses, covenants or commitments Contract of any nature) nature or subject to any judgment, decree or order Order of any court or administrative agencyGovernmental Authority, 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 its subsidiaries any Major Subsidiary or to promote the interests of the Company or its subsidiaries, any Major Subsidiary or that would conflict with the businesses Company's or any Major Subsidiary's business as now conducted and as presently proposed to be conducted and (ii) none of the Company's or any Major Subsidiary's employees or consultants is, by virtue of such employee's or consultant's activities in connection with the Company's or any Major Subsidiary's business, infringing, or misappropriating any Proprietary Rights of any former employer of such employee or consultant. Neither the execution or delivery of this Agreement or the Transaction Agreements, nor the carrying on of the Company's or any Major Subsidiary's business by the employees and consultants of the Company or its subsidiaries as presently conducted or as proposed to be conducted. The carrying on of the business of the Company and its subsidiaries by the employeesany Major Subsidiary, consultants and contractors of the Company and its subsidiaries and nor the conduct of the businesses of the Company and its subsidiaries as presently conducted Company's or as proposed to be conducted, will notany Major Subsidiary's business will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contractContract, covenant or instrument under which any of such employees, consultants, employees or contractors consultants or the Company or its subsidiaries any Major Subsidiary is now obligated. The Company does It will not believe it is or will be necessary for the Company or any Major Subsidiary to utilize any inventions of any of the employees of the Company or its subsidiaries any Major Subsidiary (or persons the Company or any Major Subsidiary currently intends to hire) made prior to or outside the scope of their employment by the Company or such Major Subsidiary to enable the Company or any Major Subsidiary to carry on its subsidiaries, respective business as applicablenow conducted and as presently proposed to be conducted. To the Company's knowledge, at no time during the conception of or reduction to practice of any of the Company's or any Major Subsidiary's Proprietary Assets of the Company or its subsidiaries Rights to practice was any developer, inventor or other contributor to such the Company's or any Major Subsidiary's 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, source or subject to any employment agreement, agreement or invention assignment, non-disclosure agreement, assignment or nondisclosure agreement or other obligation with any third party that could reasonably be expected to adversely affect the Company's or any Major Subsidiary's rights of the Company or its subsidiaries in such Proprietary AssetsRights.