Common use of No Interference or Conflict Clause in Contracts

No Interference or Conflict. To the Knowledge of the Company, no Employee is in violation of any material term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or currently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Neither the Company nor any of its Subsidiaries is a party to any Contract with any of their respective Employees or service providers that provide any additional payment of compensation to such service provider in connection with any period of non-competition following the cessation of services to the Company or any of its Subsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or proposed to be conducted nor any activity or such officers, directors, Employees or consultants in connection with the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, materially conflict with or result in a material breach of the terms, conditions, or provisions or, or constitute a material default under any Contract under which any of such officer, directors, Employees, or consultants is now bound. Except as set forth in Section 2.16(d) of the Disclosure Schedule, to the Knowledge of the Company, no Employee has given notice that any such Employee intends to terminate his or her employment with the Company or any of its Subsidiaries within the one year period following the Closing.

No Interference or Conflict. To the Knowledge of the Company, no stockholder, director, officer, Employee is in violation or consultant of any material term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any of its Subsidiaries because is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to carry out his/her functions to promote the interests of the nature of the business conducted or currently proposed to be conducted by the Company or any and each of its Subsidiaries or to that would interfere with the use of trade secrets or proprietary information of others. Neither the Company nor any of its Subsidiaries is a party to any Contract with any of their respective Employees or service providers that provide any additional payment of compensation to such service provider in connection with any period of non-competition following the cessation of services to the Company or any Company’s and each of its Subsidiaries’ business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or proposed to be conducted nor any activity or of such officers, directors, Employees or consultants in connection with the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, materially conflict with or result in a material breach of the terms, conditions, or provisions orof, or constitute a material default under under, any Contract contract or agreement under which any of such officerofficers, directors, Employees, or consultants is now bound. Except as set forth in Section 2.16(d) of the Disclosure Schedule, to To the Knowledge of the Company, no Employee of the Company is in material violation of any term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any Subsidiary because of the nature of the business conducted or currently proposed to be conducted by the Company or any Subsidiary or to the use of trade secrets or proprietary information of others. Neither the Company nor any Subsidiary is a party to any Contract with any of their respective Employees or service providers that provides any additional payment of compensation to such service provider in connection with any period of non-competition following the cessation of services to the Company or any Subsidiary. Except as set forth on the Disclosure Schedule, no Key Executive Employee of the Company or any Subsidiary has given notice to the Company or any Subsidiary, nor does the Company or any Subsidiary otherwise have Knowledge, that any such Key Executive Employee intends to terminate his or her employment with the Company or any Subsidiary. The employment of its Subsidiaries within each of the one year Employees of the Company or any Subsidiary is “at will” and neither the Company nor any Subsidiary has any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees except as mandated by applicable law. Each of the Company and each Subsidiary has not, and no other Person has, (i) entered into any Contract that obligates or purports to obligate Parent to make an offer of employment to any present or former employee or consultant of the Company or any Subsidiary and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company or any Subsidiary of any terms or conditions of employment with Parent following the ClosingEffective Time.

No Interference or Conflict. To the Knowledge of the Company, no Employee is in violation of any material term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or currently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersSubsidiaries. Neither the Company nor any of its Subsidiaries is a party to any Contract with any of their respective Employees or service providers that provide any additional payment of compensation to such service provider in connection with any period of non-competition or “garden leave” following the cessation of services to the Company or any of its Subsidiaries. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or proposed to be conducted nor any activity or of such officers, directors, Employees or consultants in connection with the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or currently proposed to be conducted willconducted, to the Knowledge of the Company, materially conflict conflicts with or result results in a material breach of the terms, conditions, or provisions or, or constitute constitutes a material default under any Contract under which any of such officer, directorsdirector, EmployeesEmployee, or consultants consultant is now bound. Except as set forth in Section 2.16(d) of the Disclosure Schedule, to the Knowledge of the Company, no Employee has given written notice that any such Employee intends to terminate his or her employment with the Company or any of its Subsidiaries within the one year period following the Closing.

No Interference or Conflict. To the Knowledge of the Company, no director, officer, Employee or consultant of the Company is obligated under any contract or agreement, subject to any judgment, decree, or order of any court or administrative agency that would interfere with such person’s efforts to carry out his or her functions to promote the interests of the Company or that would interfere with the Company’s business. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business as presently conducted or proposed to be conducted nor any activity of such officers, directors, Employees or consultants in connection with the carrying on of the Company’s business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract or agreement under which any of such officers, directors, Employees, or consultants is now bound. To the Knowledge of the Company, no Employee of the Company is in material violation of any material term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or currently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Neither the The Company nor any of its Subsidiaries is not a party to any Contract with any of their respective its Employees or service providers that provide provides any additional payment of compensation to such service provider in connection with any period of non-competition following the cessation of services to the Company or any of its SubsidiariesCompany. Neither the execution nor delivery of this Agreement, nor the carrying on No Employee of the Company’s and each of its Subsidiaries’ business as presently conducted or proposed Company has given notice to be conducted nor any activity or such officers, directors, Employees or consultants in connection with the carrying on of the Company’s and each of its Subsidiaries’ business as presently conducted or currently proposed to be conducted will, to the Knowledge of the Company, materially conflict with or result in a material breach of nor does the termsCompany otherwise have Knowledge, conditions, or provisions or, or constitute a material default under any Contract under which any of such officer, directors, Employees, or consultants is now bound. Except as set forth in Section 2.16(d) of the Disclosure Schedule, to the Knowledge of the Company, no Employee has given notice that any such Employee intends to terminate his or her employment with the Company. Other than with regard to the Israeli employees, the employment of each of the Employees of the Company is “at will” and the Company does not have any obligation to provide any particular form or period of notice prior to terminating the employment of any of its Subsidiaries within their respective employees except as mandated by applicable law or as included in the one year period Employee Agreement. The Company has not, and no other Person has, (i) entered into any Contract that obligates or purports to obligate Parent to make an offer of employment to any present or former employee or consultant of the Company and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee or consultant of the Company of any terms or conditions of employment with Parent following the ClosingEffective Time.