Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as set forth in Section 2.7 to the Disclosure Schedule, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party Except as set forth in the Offering Materials, to the best of the Company’s knowledge, no Person has claimed or has reason to claim that any person employed by or affiliated with employee of the Company or any Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third partyPerson, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, Person or (c) interfered or may be interfering in the employment relationship between such third party Person and any of its present or former employees, or . No Person has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with employee of the Company or any Subsidiary has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or of documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with employee of the Company or any Subsidiary has violated any confidential relationship which such person Person may have had with any third partyPerson, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCompany or any Subsidiary, and the Company or any Subsidiary has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company or any Subsidiary as officersofficer, employees employee or agents agent by any officer, director or key employee of the CompanyCompany or any Subsidiary, or the conduct or proposed conduct of the business of the CompanyCompany or any Subsidiary, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No Except as set forth in Section 2.7 to the Disclosure Schedule, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the Company’s knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition competition, non-solicitation or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that in writing which suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized used or proposes to improperly utilize use any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product proposed in the Management Presentation or the development or sale of any service or proposed service of the Company, and Company proposed in the Company has no reason to believe there will be any such employment or violationManagement Presentation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business businesses of the Company as officers, employees or agents by any officer, director or director, key employee or agent of the Company, or the conduct or proposed conduct of the business of the Company, will not materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as set ---------------------------------------- forth on Schedule 7.01(g), no third party has claimed or or, to the ---------------- Company's knowledge, has reason to claim that any person employed by or affiliated with the Company has (ai) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, non-solicitation or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and and, to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which that such person may have had with any third party, in each case in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and . The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company has no reason in the Company's business as currently conducted or as currently proposed to believe there will be any such employment or violationconducted. To the best of the Company’s 's knowledge, none of neither the execution or and delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or nor the conduct or proposed conduct of the business of the Company, Company will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person officer, director or employee of the Company is obligated.

Proprietary Information of Third Parties. No To the knowledge of each Borrower, no third party has claimed or has any reason to claim that any person Person employed by or affiliated with the Company has either Borrower has: (ai) violated or may be violating to any material extent any of the material terms or conditions of his or her employment, non-competition competition, or non-disclosure agreement with such third party, ; (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, ; or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present current or former employees. To the knowledge of either Borrower, or no third party has requested information from the Company either Borrower that suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeeither Borrower, no person Person employed by or affiliated with the Company either Borrower has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person Person employed by or affiliated with the Company either Borrower has violated any confidential relationship which such person Person may have had with any third party, party in connection with the development, manufacture development or sale of any product or proposed product or the development or sale of any service or proposed service of the Companyeither Borrower, and the Company has no such Borrowers does not have any reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledgeeither Borrower, none of the execution execution, delivery or delivery performance of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company either Borrower as officers, employees employees, or agents by any officer, director director, or key employee of the Companyemployee, or the conduct or proposed conduct of the business businesses of the Companysuch Borrowers, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of of, or constitute a material default under any material contract, covenant covenant, or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No Except as set forth herein and in Section 6.05, to the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure nondisclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithSubscription Agreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of NDA's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company NDA has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that NDA which suggests that such a claim might be contemplated. To the best of the Company’s NDA's knowledge, no person employed by or affiliated with the Company NDA has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s NDA's knowledge, no person employed by or affiliated with the Company NDA has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyNDA, and the Company NDA has no reason to believe there will be any such employment or violation. To the best of the Company’s NDA's knowledge, none of the execution or delivery of this Agreement, the Option Agreement, the Registration Rights Agreement and the other related agreements and documents executed in connection herewithStockholders' Agreement, or the carrying on of the business of the Company NDA as officers, employees or agents by any officer, director or key employee of the CompanyNDA, or the conduct or proposed conduct of the business of the CompanyNDA, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the Company’s knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his such person’s employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any Intellectual Property (as defined below), information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated or proposes to violate any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and or the other related agreements and documents executed in connection herewithTransaction Documents, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Corporation has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that Corporation which suggests that such a claim might be contemplated. To the best of the CompanyCorporation’s knowledge, no person employed by or affiliated with the Company Corporation has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyCorporation’s knowledge, no person employed by or affiliated with the Company Corporation has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCorporation, and the Company Corporation has no reason to believe there will be any such employment or violation. To the best of the CompanyCorporation’s knowledge, none of neither the execution or delivery of this Agreement and Agreement, the Ancillary Agreements, the other related agreements and documents executed in connection herewithwith the Closing hereunder, or the carrying on of the business of the Company Corporation as officers, employees employees, or agents by any officer, director or key employee of the CompanyCorporation, or the conduct or proposed conduct of the business of the CompanyCorporation, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or or, to the Company's knowledge, has reason to claim that any person employed or engaged by any Company or affiliated with the Company any of their respective subsidiaries has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the any Company or any of their respective subsidiaries has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the any Company or any of their respective subsidiaries has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the any Company has no reason to believe there will be or any such employment or violationof their respective subsidiaries. To the best of the Company’s 's knowledge, none of neither the execution or delivery of this Amended and Restated Purchase Agreement and or the other related agreements and documents executed in connection herewithSecond Closing Related Agreements, or the carrying on of the business of the each Company and each of their respective subsidiaries as officers, employees or agents by any officer, director or key employee of the Companysuch Company or any of its subsidiaries, or nor the conduct or proposed conduct of the business of the Companyany Company or any of their respective subsidiaries, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligatedCompany Contract.

Proprietary Information of Third Parties. No After reasonable investigation, neither the Company nor any Founder is aware that any significant employee or consultant of the Company is obligated under any contract or other agreement, or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with the obligation of such employee to use best efforts to promote the interests of the Company. To the knowledge of the Company or the Founders, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his any employment, non-competition competition, or non-disclosure agreement with between such employee and such third party, (b) disclosed or may be disclosing disclosing, or utilized or may be utilizing utilizing, any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its the Company's present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeCompany and the Founders, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best knowledge of the Company’s knowledgeCompany and the Founders, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product product, or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledgeCompany and the Founders, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as by its officers, employees employees, or agents by any officer, director or key employee of the Companyagents, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or or, to the best knowledge of PerSeptive, has reason to claim that PerSeptive or any person employed by or affiliated with PerSeptive has in connection with the Company has Drug Discovery Program (a) violated or may be violating to any material extent any of the terms or conditions of his PerSeptive's or such person's employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that PerSeptive which suggests that such a claim might be contemplated. To the PerSeptive's best of the Company’s knowledge, no person employed by or affiliated with the Company PerSeptive has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledgeemployer and, no person employed by or affiliated with the Company PerSeptive has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyDrug Discovery Program, and the Company PerSeptive has no reason to believe there will be any such employment or violation. To the best of the Company’s PerSeptive's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company Drug Discovery Program as officers, employees or agents by any officer, director director, employee or key employee consultant of the CompanyDrug Discovery Program, or the conduct or proposed conduct of the business of the CompanyDrug Discovery Program, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or or, to the Company's knowledge, has reason to claim that any person Person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person Person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, except as licensed or otherwise authorized or permitted to do so, and to the best of the Company’s knowledge, no person Person employed by or affiliated with the Company has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none None of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, Company will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No To the best of the Corporation's knowledge, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company Corporation has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure nondisclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that Corporation which suggests that such a claim might be contemplated. To the best of the Company’s Corporation's knowledge, no person Person employed by or affiliated with the Company Corporation has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s Corporation's knowledge, no person Person employed by or affiliated with the Company Corporation has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCorporation, and the Company Corporation has no reason to believe there will be any such employment or violation. To the best of the Company’s Corporation's knowledge, none of the execution or delivery of this Agreement and or any of the other related agreements and documents executed in connection herewithRelated Documents by any officer, director or key employee of the Corporation, or the carrying on of the business of the Company Corporation as officers, employees or agents by any such officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the CompanyCorporation, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person officer, director or key employee is obligated.

Proprietary Information of Third Parties. No third party has claimed or or, to Aduromed's knowledge, has reason to claim that any person employed or engaged by Aduromed or affiliated with the Company any of its subsidiaries has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s Aduromed's knowledge, no person employed by or affiliated with the Company Aduromed or any of its subsidiaries has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s Aduromed's knowledge, no person employed by or affiliated with the Company Aduromed or any of its subsidiaries has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be Aduromed or any such employment or violationof its subsidiaries. To the best of the Company’s Aduromed's knowledge, none of neither the execution or delivery of this the Original Purchase Agreement and or the other related agreements and documents executed in connection herewithFirst Closing Related Agreements, or the carrying on of the business of the Company Aduromed and its subsidiaries as officers, employees or agents by any officer, director or key employee of the CompanyAduromed or any of its subsidiaries, or nor the conduct or proposed conduct of the business of the CompanyAduromed or any of its subsidiaries, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligatedAduromed Contract.

Proprietary Information of Third Parties. No third party has ---------------------------------------- claimed or has reason to claim that any person employed by or affiliated with the Company Seller has (a) violated or may be violating to any material extent any of the terms or conditions of his such person's employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that Seller which suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no No person employed by or affiliated with the Company Seller has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledgeemployer and, no person employed by or affiliated with the Company Seller has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyBusiness, and the Company Seller has no reason to believe there will be any such employment or violation. To the best of the Company’s Seller's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company Business as officers, employees or agents by any officer, director director, employee or key employee consultant of the CompanyBusiness, or the conduct or proposed conduct of the business of the CompanyBusiness, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of CC Holdings and IRG, no third party has claimed or has any reason to claim that any person employed by or affiliated with the Company has IRG has: (a) violated or may be violating to any material extent any of the material terms or conditions of his or her employment, non-competition competition, or non-disclosure agreement with such third party, party or (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third partyparty in violation of law or in breach of any agreement. To the knowledge of CC Holdings and IRG, or (c) interfered or may be interfering in the employment relationship between such no third party and any of its present or former employees, or has requested information from the Company IRG or CNR that suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeCC Holdings and IRG, no person employed by or affiliated with the Company IRG or CNR has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer in violation of such former employer's legal or contractual rights, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company IRG or CNR has violated any confidential relationship which such person may have had with any third party, party in connection with the development, manufacture development or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyIRG or CNR, and the Company has CC Holdings and IRG have no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledgeCC Holdings and IRG, none of the execution execution, delivery or delivery performance of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company IRG or CNR as officers, employees employees, or agents by any officer, director director, or key employee or affiliated person of the Company, IRG or CNR or the conduct or proposed conduct of the business businesses of the CompanyIRG or CNR, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of of, or constitute a material default under any material contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To Seller's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the Company control of Seller, including, without limitation, Seller's independent contractors, has (ai) violated or may be violating to any material extent any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party, party or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employeesemployees and to Seller's knowledge, or no third party has requested information from the Company that Seller which suggests that such a claim might be contemplated. To the best Seller's knowledge, other than any of the Company’s Assigned Agreements which may require consent to assignment by the other party or parties thereto, none of the execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will 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 such person is obligated. To Seller's knowledge, no person employed by or affiliated under the control of Seller has, in connection with the Company has improperly utilized such person's performance of any employment or proposes other services rendered to improperly utilize Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s Seller's knowledge, no person employed by or affiliated under the control of Seller has, in connection with the Company has such person's performance of any employment or other services rendered to Seller, violated any confidential relationship material confidentiality obligation which such person may have had with owed to any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Purchaser has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or competition, non-disclosure or similar type of agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company Purchaser that suggests that such a claim might be contemplated. To the best of the CompanyPurchaser’s knowledge, no person employed by or affiliated with the Company Purchaser has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyPurchaser’s knowledge, no person employed by or affiliated with the Company Purchaser has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyPurchaser, and the Company Purchaser has no reason to believe there will be any such employment or violation. To the best of the CompanyPurchaser’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Purchaser as officers, employees or agents by any officer, director or key employee of Purchaser identified by Company and Purchaser and listed on the CompanyPurchaser Disclosure Schedule (each, a “Purchaser Key Employee”), or the conduct or proposed conduct of the business of the CompanyPurchaser, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the Company’s knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, or non-disclosure agreement with such third party, (b) disclosed or may be disclosing disclosing, or utilized or may be utilizing utilizing, any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that which suggests that any such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which that such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment utilization or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement Agreement, the Notes or Warrants, and the any other related agreements and documents executed in connection herewithwith the Closing, or the carrying on of the business of the Company as officers, employees employees, or agents by any officer, director director, or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the Company's Knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company or any of its Subsidiaries has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that or any of its Subsidiaries which suggests that such a claim might be contemplated. To the best of the Company’s 's actual knowledge, no person employed by or affiliated with the Company or any of its Subsidiaries has improperly utilized employed or proposes proposed to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's actual knowledge, no person employed by or affiliated with the Company or any of its Subsidiaries has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCompany or any of its Subsidiaries, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge's Knowledge, none of neither the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Companyits Subsidiaries, or the conduct or proposed conduct of the business of the Company, Company or any of its Subsidiaries will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company or Earthworks has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that or Earthworks which suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no No person employed by or affiliated with the Company or Earthworks has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledgeemployer and, no person employed by or affiliated with the Company or Earthworks has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCompany or Earthworks, and the Company has and Earthworks have no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the The execution or and delivery of this Agreement and the other related agreements and documents executed in connection herewithwith the Closing hereunder, or the carrying on of the business of the Company and Earthworks as officers, employees or agents by any officer, director manager or key employee of the CompanyCompany or Earthworks, or the conduct or proposed conduct of the business of the CompanyCompany or Earthworks, will materially not conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant covenants or instrument under which any such person is obligatedobligated or under any judgment, decree or order of any court or administrative agency to which such person is subject.

Proprietary Information of Third Parties. No To the best of the ---------------------------------------- Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. To the best of the Company's knowledge, or no third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party ---------------------------------------- has claimed or or, to the best knowledge of the Company, has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his such person's employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, employer and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of Neither the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director director, employee or key employee consultant of the Company, or nor the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Asia Premier has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company Asia Premier that suggests that such a claim might be contemplated. To the best of the CompanyAsia Premier’s knowledge, no person employed by or affiliated with the Company Asia Premier has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyAsia Premier’s knowledge, no person employed by or affiliated with the Company Asia Premier has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyAsia Premier, and the Company Asia Premier has no reason to believe there will be any such employment or violation. To the best of the CompanyAsia Premier’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Asia Premier as officers, employees or agents by any officer, director or key employee of the CompanyAsia Premier, or the conduct or proposed conduct of the business of the CompanyAsia Premier, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Car Planner has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company Car Planner that suggests that such a claim might be contemplated. To the best of the CompanyCar Planner’s knowledge, no person employed by or affiliated with the Company Car Planner has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyCar Planner’s knowledge, no person employed by or affiliated with the Company Car Planner has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCar Planner, and the Company Car Planner has no reason to believe there will be any such employment or violation. To the best of the CompanyCar Planner’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Car Planner as officers, employees or agents by any officer, director or key employee of the CompanyCar Planner, or the conduct or proposed conduct of the business of the CompanyCar Planner, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the Company's knowledge, no third party has claimed or has reason to claim that any person Person employed by or affiliated with the Company and/or ICN and/or ICNI has (a) violated or may be violating to any material extent any of the terms or conditions of his such person's employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that and/or ICN and/or ICNI which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person Person employed by or affiliated with the Company and/or ICN and/or ICNI has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person Person employed by or affiliated with the Company and/or ICN and/or ICNI has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCompany and/or ICN and/or ICNI, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of neither the execution or nor delivery of this Agreement Agreement, the Collateral Agreements, and the other related agreements and documents executed in connection herewithwith each Closing hereunder, or the carrying on of the business of the Company as and/or ICN and/or ICNI by any of its officers, directors, key employees or agents by any officer, director or key employee of the Companyagents, or the conduct or proposed conduct of the business of the CompanyCompany and/or ICN and/or ICNI, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No third party has claimed or or, to the Company's knowledge, has reason to claim that any person employed by or affiliated with the Company has has, in connection with such person's employment or affiliation with the Company, (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or employees in violation of any contractual obligation of such person to such third party. No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party Except as set forth on Schedule 2.19, and except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) to the Company's Knowledge, no Third Party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third partyThird Party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, Third Party or (c) interfered or may be interfering in the employment relationship between such third party Third Party and any of its present or former employees, or . No Third Party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of ; (ii) to the Company’s knowledge's Knowledge, no person Person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge's Knowledge, no person Person employed by or affiliated with the Company has violated any confidential relationship which such person Person may have had with any third partyThird Party, in connection with the development, manufacture or sale of any product or proposed product or the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, ; and (iii) none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No The Company has received no notification that any third party has claimed or and, to the best of the Company's knowledge, no third party has reason to claim that that, any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, non-solicitation or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing utilizing, without the consent of such employer or has otherwise provided such materials to others, any trade secret or confidential proprietary information or documentation of such third party, party without the consent of such third party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ, has used, disclosed or provided to others any trade secret or any information or documentation confidential and proprietary to any former employeremployer or has otherwise provided such materials to others, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or in the conduct of its business as now conducted, does not infringe upon or proposed conduct of the business of the Company, will materially conflict with or result in a material breach the rights of the terms, conditions or provisions of or constitute a material default any third party under any contract, covenant or instrument under to which any such person the Company is obligateda party.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Slate has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company Slate that suggests that such a claim might be contemplated. To the best of the CompanySlate’s knowledge, no person employed by or affiliated with the Company Slate has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanySlate’s knowledge, no person employed by or affiliated with the Company Slate has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanySlate, and the Company Slate has no reason to believe there will be any such employment or violation. To the best of the CompanySlate’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Slate as officers, employees or agents by any officer, director or key employee of the CompanySlate, or the conduct or proposed conduct of the business of the CompanySlate, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or to any member of the Knowledge Group of the Company or, to the Knowledge of the Company, has reason to claim that any person employed by or affiliated with the Company or retained by the Company as a consultant or contractor in connection with and during the Company's ownership and operation of its business has (ai) violated or may be violating to any material extent any of the terms or conditions of his such person's employment, non-competition or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information Trade Secrets and Other Proprietary Information or documentation of such third party, or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that suggests that which relates to such a claim might be contemplatedclaim. To the best Knowledge of the Company’s knowledge, no person employed by or affiliated with the Company or retained by the Company as a consultant or contractor in connection with and during the Company's ownership and operation of its business has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employeremployer and, and to the best Knowledge of the Company’s knowledge, no person employed by or affiliated with the Company or retained by the Company as a consultant or contractor in connection with and during the Company's ownership and operation of its business has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or by written notice to the Company or, to the Company’s Knowledge, has reason to claim that any person employed by by, consulting for or affiliated with the Company has (a) violated or may be violating to any material extent violating, in connection with such person’s employment or affiliation with the Company, any of the terms or conditions of his or her employment, non-competition noncompetition or non-disclosure nondisclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing utilizing, in connection with such person’s employment or affiliation with the Company, any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering interfering, in connection with such person’s employment or affiliation with the Company, in the employment relationship between such third party and any of its present or former employees, or . No third party has requested by written notice information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s knowledgeKnowledge, no person employed by by, consulting for or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by by, consulting for or affiliated with the Company has has, to the Company’s Knowledge, violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product of the Company or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledgeKnowledge (without inquiry outside the ordinary course of business), none of neither the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or nor the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, Company will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of Sellers, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company ITXC's eCommerce Business has (a) violated or may be violating to in any material extent respect any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested made a written request for information from the Company that Sellers which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeSellers, no person employed by or affiliated with the Company ITXC's eCommerce Business has improperly utilized or proposes to improperly utilize employed any trade secret or any information or documentation proprietary to any former employer, and and, to the best knowledge of the Company’s knowledgeSellers, no person employed by or affiliated with the Company ITXC's eCommerce Business has violated in any material respect any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violationITXC's eCommerce Business. To the best knowledge of the Company’s knowledgeSellers, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company ITXC's eCommerce Business as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the CompanyITXC's eCommerce Business, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the Company's Knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third partyparty or any other agreement or restrictive covenant relating to the right of any such person to be employed by the Company because of the nature of the business conducted or to be conducted by the Company or relating to the ownership or use of intellectual property rights, trade secrets or proprietary information of others, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best ---------------------------------------- knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the CompanyCompany (or currently proposed to be such an officer, director or key employee), or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company GPlus has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company GPlus that suggests that such a claim might be contemplated. To the best of the CompanyGPlus’s knowledge, no person employed by or affiliated with the Company GPlus has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyGPlus’s knowledge, no person employed by or affiliated with the Company GPlus has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyGPlus, and the Company GPlus has no reason to believe there will be any such employment or violation. To the best of the CompanyGPlus’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company GPlus as officers, employees or agents by any officer, director or key employee of the CompanyGPlus, or the conduct or proposed conduct of the business of the CompanyGPlus, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Corporation has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that Corporation which suggests that such a claim might be contemplated. To the best of the CompanyCorporation’s knowledge, no person employed by or affiliated with the Company Corporation has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyCorporation’s knowledge, no person employed by or affiliated with the Company Corporation has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCorporation, and the Company Corporation has no reason to believe there will be any such employment or violation. To the best of the CompanyCorporation’s knowledge, none of neither the execution or delivery of this Agreement and Agreement, nor the Ancillary Agreements, the other related agreements and documents executed in connection herewithwith the Closing hereunder, or the carrying on of the business of the Company Corporation as officers, employees employees, or agents by any officer, director or key employee of the CompanyCorporation, or the conduct or proposed conduct of the business of the CompanyCorporation, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party Except as set ---------------------------------------- forth on Schedule 2.19, and except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) to the Company's Knowledge, no Third Party has claimed or has reason to claim that any person Person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third partyThird Party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, Third Party or (c) interfered or may be interfering in the employment relationship between such third party Third Party and any of its present or former employees, or . No Third Party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of ; (ii) to the Company’s knowledge's Knowledge, no person Person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge's Knowledge, no person Person employed by or affiliated with the Company has violated any confidential relationship which such person Person may have had with any third partyThird Party, in connection with the development, manufacture or sale of any product or proposed product or the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, ; and (iii) none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has any reason known to Seller to claim that any person employed by or affiliated with the Company has Seller has: (ai) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition noncompetition, or non-disclosure nondisclosure agreement with such third party, ; (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, ; or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present current or former employees, or . No third party has requested information from the Company that Seller which suggests that such a claim might be is being contemplated. To the best knowledge of the Company’s knowledgeSeller, no person employed by or affiliated with the Company Seller has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and and, to the best knowledge of the Company’s knowledgeSeller, no person employed by or affiliated with the Company Seller has violated any confidential relationship which such person may have had with any third party, party in connection with the development, manufacture development or sale of any product or proposed product or the -7 of 26- development or sale of any service or proposed service of the CompanySeller, and the Company has no Seller does not have any reason to believe there will be any such employment or violation. To the best knowledge of Seller, the Company’s knowledgeexecution, none of the execution delivery, or delivery performance of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company Business as officers, employees or agents by any officer, director or key employee or affiliated person of the CompanySeller, or and the conduct or proposed conduct of the business of the CompanyBusiness, will not materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of of, or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as set forth in Section 2.6 to the Disclosure Schedule, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has (a) violated or may be violating to any material extent any of the terms or and conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has violated any confidential relationship which with such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithTransaction Agreements, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the CompanyCompany (or currently proposed to be such an officer, director or key employee), or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of Buyer, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company Buyer has (a) violated or may be violating to any material extent any of the terms or conditions of his such person's employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that Buyer which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeBuyer, no person employed by or affiliated with the Company Buyer has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledgeemployer and, no person employed by or affiliated with the Company Buyer has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyBuyer, and the Company Buyer has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledgeBuyer, none of neither the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or nor the carrying on of the business of the Company Buyer as officers, employees or agents by any officer, director director, employee or key employee consultant of the Company, or the conduct or proposed conduct of the business of the CompanyBuyer, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as otherwise set forth on Schedule II, to the best of the Company"s knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his an employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or disclosed, may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s Company"s knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s Company"s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s Company"s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is in obligated.

Proprietary Information of Third Parties. No To the best of the Company's and each of the Management Stockholder's knowledge, no third party has claimed or has reason to claim that any person Person employed by by, or affiliated with serving as an independent contractor of, the Company has (ai) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or of documentation of such third party, party or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that or any Management Stockholder which suggests that such a claim might be contemplated. To the best of the Company’s 's and each of the Management Stockholder's knowledge, no person employed by or affiliated with serving as an independent contractor of the Company has improperly utilized employed or proposes proposed to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's and each of the Management Stockholder's knowledge, no person employed by by, or affiliated with serving as an independent contractor of, the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or for the development or sale of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment or violation. To the best of the Company’s Company and each of the Management Stockholder's knowledge, none of neither the execution or nor delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material the breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or competition, non-disclosure or similar type of agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledgeknowledge of Company or any Seller, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledgeknowledge of Company or any Seller, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledgeknowledge of Company or any Seller, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of Company identified by Company and Purchaser and listed on the CompanyCompany Disclosure Schedule (each, a “Company Key Employee”), or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the ---------------------------------------- Knowledge of the Purchaser, no third party has claimed or has reason to claim that any person Person employed by by, or affiliated with serving as an independent contractor of, the Company Purchaser has (ai) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best Knowledge of the Company’s knowledgePurchaser, no person employed by or affiliated with serving as an independent contractor of the Company Purchaser has improperly utilized employed or proposes proposed to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best Knowledge of the Company’s knowledgePurchaser, no person employed by by, or affiliated with serving as an independent contractor of, the Company Purchaser has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product or for the development or sale of any service or proposed service of the CompanyPurchaser, and the Company Purchaser has no reason to believe that there will be any such employment or violation. To the best Knowledge of the Company’s knowledgePurchaser, none of neither the execution or nor delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Purchaser as officers, employees or agents by any officer, director or key employee of the CompanyPurchaser, or the conduct or proposed conduct of the business of the CompanyPurchaser, will materially conflict with or result in a the material breach of the terms, conditions or provisions of or constitute a material default under any contractagreement, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No To the best ---------------------------------------- knowledge of the Company, no third party has claimed or has reason to claim that any person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best knowledge of the Company’s knowledge, no person employed by or affiliated with (or currently proposed to be employed by or affiliated with) the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithTransaction Agreements, or the carrying on of the business of the Company as officers, officers employees or agents by any officer, director or key employee of the CompanyCompany (or currently proposed to be such an officer, director or key employee), or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of ------------------------------------------- Borrower, no third party has claimed or has any reason to claim that any person Person employed by or affiliated with the Company has Borrower has: (ai) violated or may be violating to any material extent any of the material terms or conditions of his or her employment, non-competition competition, or non-disclosure agreement with such third party, ; (bii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, ; or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present current or former employees. To the knowledge of Borrower, or no third party has requested information from the Company Borrower that suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgeBorrower, no person Person employed by or affiliated with the Company Borrower has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person Person employed by or affiliated with the Company Borrower has violated any confidential relationship which such person Person may have had with any third party, party in connection with the development, manufacture development or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyBorrower, and the Company Borrower has no reason to believe there will be any such employment or violation. To the best None of the Company’s knowledgeexecution, none of the execution delivery or delivery performance of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company Borrower as officers, employees employees, or agents by any officer, director director, or key employee or affiliated Person of the Company, Borrower or the conduct or proposed conduct of the business businesses of the CompanyBorrower, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of of, or constitute a material default under any material contract, covenant covenant, or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No To the best of the ---------------------------------------- Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his or her employment, non-non- competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. To the best of the Company's knowledge, or no third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by key employees, officers or affiliated with key consultants of the Company listed on SCHEDULE 4.32 (collectively, "KEY EMPLOYEES") has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person Key Employee has employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employeremployee, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company Key Employee has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of or performance under this Agreement and or the other related agreements and documents executed in connection herewithDocuments, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee Key Employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No Except as set forth in Section 3.6 to the Disclosure Schedule, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as set forth on Schedule 2.08 of the Disclosure Schedule, to the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship relation- ship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best of NDA's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company NDA has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that NDA which suggests that such a claim might be contemplated. To the best of the Company’s NDA's knowledge, no person employed by or affiliated with the Company NDA has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s NDA's knowledge, no person employed by or affiliated with the Company NDA has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyNDA, and the Company NDA has no reason to believe there will be any such employment or violation. To the best of the Company’s NDA's knowledge, none of the execution execution, delivery or delivery performance of this Agreement and or the other related agreements and documents executed in connection herewithOther Agreements, or the carrying on of the business of the Company NDA as officers, employees or agents by any officer, director or key employee of the CompanyNDA, or the conduct or proposed conduct of the business of the CompanyNDA, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the best ---------------------------------------- of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-non- competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To Seller's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with under the Company control of Seller, including, without limitation, Seller's independent contractors, has (ai) violated or may be violating to any material extent any of the material terms or conditions of his employment, independent contractor, non-competition or non-disclosure agreement with such third party, (bii) disclosed or may be disclosing or utilized or may be improperly utilizing any trade secret or proprietary information or documentation of such third party, party or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employeesemployees and to Seller's knowledge, or no third party has requested information from the Company that Seller which suggests that such a claim might be contemplated. To the best Seller's knowledge, none of the Company’s execution or delivery of this Agreement, or the carrying on of the Business by any officer, director, independent contractor, or employee of Seller, or the conduct of the Business, will 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 such person is obligated. To Seller's knowledge, no person employed by or affiliated under the control of Seller has, in connection with the Company has improperly utilized such person's performance of any employment or proposes other services rendered to improperly utilize Seller, employed any material trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s Seller's knowledge, no person employed by or affiliated under the control of Seller has, in connection with the Company has such person's performance of any employment or other services rendered to Seller, violated any confidential relationship material confidentiality obligation which such person may have had with owed to any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the Company’s knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition competition, or non-disclosure agreement with such third party, (b) disclosed or may be disclosing disclosing, or utilized or may be utilizing utilizing, any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that which suggests that any such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which that such person may have had with any third party, in connection with the development, manufacture manufacture, or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment utilization or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement Agreement, the Notes or Warrants, and the any other related agreements and documents executed in connection herewithwith the Current Closing, or the carrying on of the business of the Company as officers, employees employees, or agents by any officer, director director, or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions conditions, or provisions of or constitute a material default under any contract, covenant covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as set forth on Schedule 3.11, no third party has claimed or or, to the knowledge of the Company, has reason to claim that any person Person employed by or affiliated with the Company or any Subsidiary has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that or any Subsidiary which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledge, no person Person employed by or affiliated with the Company or any Subsidiary has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best knowledge of the Company’s knowledge, no person Person employed by or affiliated with the Company or any Subsidiary has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyCompany or any Subsidiary, and the Company has no reason to believe there will be any such employment utilization or violation, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the best knowledge of the Company’s knowledge, none of the execution or delivery of this Agreement and or the other related agreements and documents executed in connection herewithBasic Documents, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the CompanyCompany or any Subsidiary, or the conduct or proposed conduct of the business of the CompanyCompany and each Subsidiary, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person Person is obligated.

Proprietary Information of Third Parties. No To the best of the ---------------------------------------- Company's knowledge, no third party has claimed in writing or has reason to claim that any person currently or previously employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition noncompetition or non-disclosure nondisclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person currently or previously employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person currently or previously employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithor any Related Agreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No Except as otherwise set forth on SCHEDULE II, to the best of the Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his an employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or disclosed, may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is in obligated.

Proprietary Information of Third Parties. No To the best of the ---------------------------------------- Company's knowledge, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or . No third party has requested information from the Company that which suggests that such a claim might be contemplated. To the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has improperly utilized employed or proposes to improperly utilize employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s 's knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s 's knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewithAgreement, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company Xxxxxx has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company Xxxxxx that suggests that such a claim might be contemplated. To the best of the CompanyJohnny’s knowledge, no person employed by or affiliated with the Company Xxxxxx has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyJohnny’s knowledge, no person employed by or affiliated with the Company Xxxxxx has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyXxxxxx, and the Company Xxxxxx has no reason to believe there will be any such employment or violation. To the best of the CompanyJohnny’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company Xxxxxx as officers, employees or agents by any officer, director or key employee of the CompanyXxxxxx, or the conduct or proposed conduct of the business of the CompanyXxxxxx, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No third party has claimed or has reason to claim that any person employed by or affiliated with the Company ASFL has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company ASFL that suggests that such a claim might be contemplated. To the best of the CompanyASFL’s knowledge, no person employed by or affiliated with the Company ASFL has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the CompanyASFL’s knowledge, no person employed by or affiliated with the Company ASFL has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyASFL, and the Company ASFL has no reason to believe there will be any such employment or violation. To the best of the CompanyASFL’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company ASFL as officers, employees or agents by any officer, director or key employee of the CompanyASFL, or the conduct or proposed conduct of the business of the CompanyASFL, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No To the knowledge of Purchaser after reasonable inquiry, no third party has claimed or has reason to claim that any person employed by or affiliated with the Company Purchaser has (a) violated breached or may be violating to any material extent is breaching any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be is disclosing or utilized or may be is utilizing any trade secret or proprietary information or documentation of such third party, party or (c) interfered or may be is interfering in the employment relationship between such third party and any of its present or former employees. To the knowledge of Purchaser after reasonable inquiry, or no third party has requested information from the Company that Purchaser which suggests that such a claim might be contemplated. To the best knowledge of the Company’s knowledgePurchaser after reasonable inquiry, no person employed by or affiliated with the Company Purchaser has improperly utilized or proposes to improperly utilize employed any trade secret or any information or documentation proprietary to any former employer without the consent of such former employer, and to the best knowledge of the Company’s knowledgePurchaser after reasonable inquiry, no person employed by or affiliated with the Company Purchaser has violated breached any confidential relationship agreement which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the CompanyPurchaser, and the Company Purchaser has no reason to believe there will be any such employment or violation. To the best knowledge of the Company’s knowledgePurchaser after reasonable inquiry, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the current business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the CompanyPurchaser, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.