Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person employed or engaged by the Seller or its Subsidiaries has (a) violated or may be violating 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. No third party has requested information from the Seller or its Subsidiaries which suggests that such a claim might be contemplated. To the Seller's best knowledge, no person employed by or engaged by the Seller or its Subsidiaries has used or proposes to use any trade secret or any information or documentation proprietary to any former employer, and no person employed by or engaged by the Seller or 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 Seller or its Subsidiaries, and the Seller has no reason to believe there will be any such use or violation.

Proprietary Information of Third Parties. No employee or consultant of the Seller Company nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller Company or its Subsidiaries oror , to the SellerCompany's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller Company or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the SellerCompany's best knowledge, no third party has claimed or has reason to claim that any person employed or engaged by the Seller Company or its Subsidiaries has (a) violated or may be violating 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. No third party has requested information from the Seller Company or its Subsidiaries which suggests that such a claim might be contemplated. To the SellerCompany's best knowledge, no person employed by or engaged by the Seller Company or its Subsidiaries has used or proposes to use any trade secret or any information or documentation proprietary to any former employer, and no person employed by or engaged by the Seller Company or 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 Seller Company or its Subsidiaries, and the Seller Company has no reason to believe there will be any such use or violation.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries third party has claimed or, to the SellerCompany's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person Person employed by or engaged by affiliated with the Seller Company or any of its Subsidiaries has (a) violated or may be violating 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. No third party has requested information from the Seller Company or any of its Subsidiaries which suggests that such a claim might be contemplated. To the SellerCompany's best knowledge, no person Person employed by or engaged by affiliated with the Seller Company or any of its Subsidiaries has used employed or proposes to use 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 no person Person employed by or engaged by affiliated with the Seller Company or any of its Subsidiaries 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 Seller Company or any of its Subsidiaries, and the Seller Company has no reason to believe there will be any such use employment or violation. None of the execution or delivery of this Agreement, or the carrying on of the business of the Company or any of its Subsidiaries as officers, employees or agents by any officer, employee or agent of the Company or any of its Subsidiaries, or the conduct or proposed conduct of the business of the Company or any of its Subsidiaries, 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.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledgeknowledge of CC Holdings and IRG, no third party has claimed or has any reason to claim that any person employed by or engaged by the Seller or its Subsidiaries has affiliated with IRG has: (a) violated or may be violating 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 third party and any of its present or former employees. No no third party has requested information from the Seller IRG or its Subsidiaries which CNR that suggests that such a claim might be contemplated. To the Seller's best knowledgeknowledge of CC Holdings and IRG, no person employed by or engaged by the Seller affiliated with IRG or its Subsidiaries CNR has used employed or proposes to use 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 no person employed by or engaged by the Seller affiliated with IRG or its Subsidiaries 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 Seller IRG or its SubsidiariesCNR, and the Seller has CC Holdings and IRG have no reason to believe there will be any such use violation. To the knowledge of CC Holdings and IRG, none of the execution, delivery or violationperformance of this Agreement, or the carrying on of the business of IRG or CNR as officers, employees, or agents by any officer, director, or key employee or affiliated person of IRG or CNR or the conduct of the businesses of IRG or CNR, will result in a material breach of the terms, conditions, or provisions of, or constitute a default under any material contract, covenant, or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries third party has claimed or, to the Seller's best knowledgeknowledge of PerSeptive, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that PerSeptive or any person employed by or engaged by affiliated with PerSeptive has in connection with the Seller or its Subsidiaries has Drug Discovery Program (a) violated or may be violating 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. No third party has requested information from the Seller or its Subsidiaries PerSeptive which suggests that such a claim might be contemplated. To the SellerPerSeptive's best knowledge, no person employed by or engaged by the Seller or its Subsidiaries affiliated with PerSeptive has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employeremployer and, and no person employed by or engaged by the Seller or its Subsidiaries affiliated with 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 Seller or its SubsidiariesDrug Discovery Program, and the Seller PerSeptive has no reason to believe there will be any such use employment or violation. To the best of PerSeptive's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the Drug Discovery Program as officers, employees or agents by any officer, director, employee or consultant of the Drug Discovery Program, or the conduct or proposed conduct of the Drug Discovery Program, 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.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by affiliated with the Seller or its Subsidiaries Zest Entities 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. No third party , or has requested information from the Seller or its Subsidiaries which Zest Entities that suggests that such a claim might be contemplated. To the Seller's best of the Zest Entities’ knowledge, no person employed by or engaged by affiliated with the Seller or its Subsidiaries Zest Entities has used improperly utilized or proposes to use improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Zest Entities’ knowledge, no person employed by or engaged by affiliated with the Seller or its Subsidiaries Zest Entities 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 Seller or its SubsidiariesZest Entities, and the Seller has Zest Entities have no reason to believe there will be any such use employment or violation. To the best of the Zest Entities’ 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 Zest Entities as officers, employees or agents by any officer, director or key employee of the Zest Entities, or the conduct or proposed conduct of the business of the Zest Entities, 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 employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledgeknowledge of ITK, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller affiliated with ITK or its Subsidiaries any ITK Subsidiary has (a) violated or may be violating 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. No To the knowledge of ITK, no third party has requested information from the Seller ITK or its Subsidiaries any ITK Subsidiary which suggests that such a claim might be contemplated. To the Seller's best knowledgeknowledge of ITK, no person employed by or engaged by the Seller affiliated with ITK or its Subsidiaries any ITK Subsidiary has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and to the knowledge of ITK, no person employed by or engaged by the Seller affiliated with ITK or its Subsidiaries any ITK Subsidiary 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 Seller ITK or its Subsidiariesany ITK Subsidiary, and the Seller ITK has no reason to believe there will be any such use employment or violation. To the knowledge of ITK, none of the execution or delivery of this Agreement, or the carrying on of the business of ITK or any ITK Subsidiary as officers, employees or agents by any officer, director or key employee of ITK or any ITK Subsidiary, or the conduct or proposed conduct of the business of ITK or any ITK Subsidiary, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any material noncompetition contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Sellerbest ---------------------------------------- of Stanfield's best knowledgeknowledxx, no third xx xxxxd party has claimed or has reason to claim that any person employed by or engaged by the Seller or its Subsidiaries affiliated with Stanfield has (a) violated xxxxxxxx or may be violating 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. No , and no third party has requested information from the Seller or its Subsidiaries Stanfield which suggests that sugxxxxx xxxt such a claim might be contemplated. To the Sellerbest of Stanfield's best knowledgeknowledxx, no person xx xxxxon employed by or engaged by the Seller or its Subsidiaries affiliated with Stanfield has used or proposes emploxxx xx xxoposes to use employ any trade secret or any information or documentation proprietary to any former employeremployer and, and no person to the best of Stanfield's knowledxx, xx xxxson employed by or engaged by the Seller or its Subsidiaries affiliated with Stanfield has violated any vioxxxxx xxy 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 Seller or its SubsidiariesStanfield, and the Seller has Stanxxxxx xxs no reason xxxxxx to believe there will be any such use employment or violation. To the best of Stanfield's knowlexxx, xxxx of the execution or delivery of this Agreement, or the carrying on of the business of Stanfield as officexx, xxxxxyees or agents by any director, officer or key employee of Stanfield, or the xxxxxxx or proposed conduct of the business of Stanfield, will cxxxxxxx xith 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.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be third party has ---------------------------------------- claimed in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries writing or, to the Seller's best knowledge, any other party because Knowledge of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledgeAcquiror, no third party has claimed or has reason a valid basis to claim that any person Person employed by or engaged by affiliated with the Seller or its Subsidiaries Acquiror has (ai) violated or may be is violating any of the terms or conditions of his such Person's employment, non-competition or non-disclosure nondisclosure agreement with such third party, (bii) 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 (ciii) interfered or may be is interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested in writing information from the Seller or its Subsidiaries Acquiror which suggests could reasonably be interpreted to suggest that such a claim might be contemplated. To the Seller's best knowledgeKnowledge of the Acquiror, no person Person employed by or engaged by affiliated with the Seller or its Subsidiaries Acquiror has used employed or proposes to use employ, any trade secret or any information or documentation in violation of the proprietary to rights of any former employer, and and, to the Knowledge of the Acquiror, no person Person employed by or engaged by the Seller or its Subsidiaries Acquiror 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 Seller or its Subsidiaries, Acquiror and the Seller has there is no reason to believe there will be any such use employment or violation. To the Knowledge of the Acquiror, none of the execution, delivery or performance of this Agreement, or the carrying on of the business of the Acquiror as officers, employees or agents by any officer, director or key employee of the Acquiror or the conduct or proposed conduct of the business of the Acquiror 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.

Proprietary Information of Third Parties. No employee or consultant Except as set forth in Section 3.7 of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries orCompany Disclosure Letter, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best Company’s knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by affiliated with the Seller Company or its Subsidiaries any Company Subsidiary has (a) violated or may be violating 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 (i) the right of any such person to be employed by the Company or any Company Subsidiary because of the nature of the business conducted or to be conducted by the Company or any Company Subsidiary, or (ii) 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. No third party has requested information from the Seller Company or its Subsidiaries which any Company Subsidiary that suggests that such a claim might be contemplated. To the Seller's best Company’s knowledge, no person employed by or engaged by affiliated with the Seller Company or its Subsidiaries any Company Subsidiary has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and to the Company’s knowledge, no person employed by or engaged by affiliated with the Seller Company or its Subsidiaries any Company Subsidiary has violated any confidential relationship which that 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 Seller Company or its Subsidiariesany Company Subsidiary, and the Seller Company has no reason to believe there will be any such use employment or violation. To the Company’s knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of the business of the Company or any Company Subsidiary as officers, employees or agents by any officer, director or key employee of the Company or any Company Subsidiary, nor the conduct or proposed conduct of the business of the Company or any Company Subsidiary, 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. Except as set forth in Section 3.7 of the Company Disclosure Letter, each key employee or officer, and each employee involved in the development of the Company’s Intellectual Property, has executed a New Employee Confidentiality and Proprietary Rights Agreement in substantially the forms previously provided to Parent and no exceptions have been made by any such officer or employee to the terms of such agreements. No current or former employee, officer, director, stockholder, agent or contractor of the Company has any ownership interest, direct or indirect (except as a stockholder), in any Intellectual Property.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller or its Subsidiaries affiliated with 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. No third party , or has requested information from the Seller or its Subsidiaries which Purchaser that suggests that such a claim might be contemplated. To the Seller's best of Purchaser’s knowledge, no person employed by or engaged by the Seller or its Subsidiaries affiliated with Purchaser has used improperly utilized or proposes to use improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of Purchaser’s knowledge, no person employed by or engaged by the Seller or its Subsidiaries affiliated with 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 Seller or its SubsidiariesPurchaser, and the Seller Purchaser has no reason to believe there will be any such use employment or violation. To the best of Purchaser’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 Purchaser as officers, employees or agents by any officer, director or key employee of Purchaser identified by Company and Purchaser and listed on the Purchaser Disclosure Schedule (each, a “Purchaser Key Employee”), or the conduct or proposed conduct of the business of Purchaser, 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 employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Sellerbest of BCC's best knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller affiliated with BCC or its Subsidiaries any Subsidiary has (a) violated or may be violating 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, parry or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Seller or its Subsidiaries BCC which suggests that such a claim might be contemplated. To the Sellerbest of BCC's best knowledge, no person employed by or engaged by the Seller affiliated with BCC or its Subsidiaries any Subsidiary has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and to the best of the BCC's knowledge, no person employed by or engaged by the Seller affiliated with BCC or its Subsidiaries any Subsidiary 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 Seller BCC or its Subsidiariesany Subsidiary, and the Seller BCC has no reason to believe there will be any such use employment or violation. To the best of BCC's knowledge, none of the execution, delivery or performance of this Agreement, the Registration Rights Agreement or the Stock Restriction Agreement, or the carrying on of the business of BCC as officers, employees or agents by any officer, director or key employee of BCC or any Subsidiary, or the conduct or proposed conduct of the business of BCC or any Subsidiary, 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.

Proprietary Information of Third Parties. No employee or consultant To the best of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller---------------------------------------- Company's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person Person employed by or engaged by affiliated with the Seller or its Subsidiaries 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. No third party , or has requested information from the Seller or its Subsidiaries Company and/or ICN and/or ICNI which suggests that such a claim might be contemplated. To the Sellerbest of the Company's best knowledge, no person Person employed by or engaged by affiliated with the Seller or its Subsidiaries Company and/or ICN and/or ICNI has used improperly utilized or proposes to use 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 Person employed by or engaged by affiliated with the Seller or its Subsidiaries 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 Seller or its SubsidiariesCompany and/or ICN and/or ICNI, and the Seller Company has no reason to believe there will be any such use employment or violation. To the best of the Company's knowledge, neither the execution nor delivery of this Agreement, the Collateral Agreements, and the other related agreements and documents executed in connection with each Closing hereunder, or the carrying on of the business of the Company and/or ICN and/or ICNI by any of its officers, directors, key employees or agents, or the conduct or proposed conduct of the business of the Company 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 is obligated.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledgeknowledge of CDC, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller affiliated with CDC or its Subsidiaries any CDC Subsidiary has (ai) violated or may be violating any of the terms or conditions of his 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, or (ciii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No To the knowledge of CDC, no third party has requested information from the Seller CDC or its Subsidiaries any CDC Subsidiary which suggests that such a claim might be contemplated. To the Seller's best knowledgeknowledge of CDC, no person employed by or engaged by the Seller affiliated with CDC or its Subsidiaries any CDC Subsidiary has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and to the knowledge of CDC, no person employed by or engaged by the Seller affiliated with CDC or its Subsidiaries any CDC Subsidiary 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 Seller CDC or its Subsidiariesany CDC Subsidiary, and the Seller CDC has no reason to believe there will be any such use employment or violation. To the knowledge of CDC, none of the execution or delivery of this Agreement, or the carrying on of the business of CDC or any CDC Subsidiary as officers, employees or agents by any officer, director or key employee of CDC or any CDC Subsidiary, or the conduct or proposed conduct of the business of CDC or any CDC Subsidiary, will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under any material noncompetition contract, covenant or instrument under which any such person is obligated.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries third party has claimed or, to the Sellerbest of the Company's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim claim, that any person Person employed by or engaged by affiliated with the Seller Company or its Subsidiaries has (a) violated or may be violating any of the terms or conditions of his employment, non-competition or competition, non-disclosure or similar 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. No third party has requested information from the Seller Company or any of its Subsidiaries which suggests that such a claim might be contemplated. To the Sellerbest of the Company's best knowledge, no person Person employed by or engaged by Affiliate of the Seller Company or any of its Subsidiaries has used employed or proposes to use 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 engaged by Affiliate of the Seller Company or any of its Subsidiaries has violated any confidential relationship which such person Person may have had with any third party, 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 Seller Company or any of its Subsidiaries, and the Seller Company has no reason to believe there will be any such use employment or violation. To the best of the Company's knowledge, neither the execution or delivery of the Transaction Documents, nor the carrying on of the businesses of the Company and its Subsidiaries as officers, employees or agents by any officer, director or key employee of the Company or any of its Subsidiaries, nor the conduct or proposed conduct of the Company's or any such Subsidiary's 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 a third party.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries third party has claimed or, to the Seller's best of the Company’s knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim claim, that any person Person employed by or engaged by affiliated with the Seller Company or its Subsidiaries has (a) violated or may be violating any of the terms or conditions of his employment, non-competition or competition, non-disclosure or similar 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. No third party has requested information from the Seller Company or any of its Subsidiaries which suggests that such a claim might be contemplated. To the Seller's best of the Company’s knowledge, no person Person employed by or engaged by Affiliate of the Seller Company or any of its Subsidiaries has used employed or proposes to use 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 engaged by Affiliate of the Seller Company or any of its Subsidiaries has violated any confidential relationship which such person Person may have had with any third party, 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 Seller Company or any of its Subsidiaries, and the Seller Company has no reason to believe there will be any such use employment or violation. To the best of the Company’s knowledge, neither the execution or delivery of the Transaction Documents, nor the carrying on of the businesses of the Company and its Subsidiaries as officers, employees or agents by any officer, director or key employee of the Company or any of its Subsidiaries, nor the conduct or proposed conduct of the Company’s or any such Subsidiary’s 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 a third party.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries third party has claimed or, to the Seller's best knowledgeknowledge of Soterion and Lafayette MRI, has any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller or its Subsidiaries has affiliated with Lafayette MRI has: (ai) violated or may be violating any of the terms or conditions of his his/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. No third party has requested information from the Seller Soterion or its Subsidiaries Lafayette MRI which reasonably suggests that such a claim might be contemplated. To the Seller's best knowledge, no No person employed by or engaged by affiliated with Lafayette MRI has employed or, to the Seller knowledge of Lafayette MRI or its Subsidiaries has used or Soterion, proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and no person employed by or engaged by the Seller or its Subsidiaries affiliated with Lafayette MRI 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 Seller or its SubsidiariesLafayette MRI, and the Seller has no neither Soterion nor Lafayette MRI have any reason to believe there will be any such use employment or violation. The execution, delivery, and performance of this Agreement, the carrying on of the Lafayette MRI Business as employees or agents by any key employee or affiliated person of Lafayette MRI, and the conduct of the Lafayette MRI Business, has not and will not 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.

Proprietary Information of Third Parties. No employee or consultant To the best of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the SellerCompany's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Seller's best knowledge, no third party has claimed or has reason to claim that any person Person employed by or engaged by affiliated with the Seller or its Subsidiaries 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. No third party , or has requested information from the Seller or its Subsidiaries Company and/or ICN and/or ICNI which suggests that such a claim might be contemplated. To the Sellerbest of the Company's best knowledge, no person Person employed by or engaged by affiliated with the Seller or its Subsidiaries Company and/or ICN and/or ICNI has used improperly utilized or proposes to use 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 Person employed by or engaged by affiliated with the Seller or its Subsidiaries 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 Seller or its SubsidiariesCompany and/or ICN and/or ICNI, and the Seller Company has no reason to believe there will be any such use employment or violation. To the best of the Company's knowledge, neither the execution nor delivery of this Agreement, the Collateral Agreements, and the other related agreements and documents executed in connection with each Closing hereunder, or the carrying on of the business of the Company and/or ICN and/or ICNI by any of its officers, directors, key employees or agents, or the conduct or proposed conduct of the business of the Company 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 is obligated.

Proprietary Information of Third Parties. No employee or consultant of the Seller nor its Subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee or consultant with the Seller or its Subsidiaries or, to the Seller's best knowledge, any other party because of the nature of the business conducted or proposed to be conducted by the Seller or its Subsidiaries or the use by the employee or consultant of his best efforts with respect to such business. To the Sellerbest of CraftClick's best knowledge, no third party has claimed or has reason to claim that any person employed by or engaged by the Seller or its Subsidiaries affiliated with CraftClick has (a) violated or may be violating 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. No third party has requested information from the Seller or its Subsidiaries CraftClick which suggests that such a claim might be contemplated. To the Sellerbest of CraftClick's best knowledge, no person employed by or engaged by the Seller or its Subsidiaries affiliated with CraftClick has used employed or proposes to use employ any trade secret or any information or documentation proprietary to any former employer, and to the best of CraftClick's knowledge, no person employed by or engaged by the Seller or its Subsidiaries affiliated with CraftClick 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 Seller or its SubsidiariesCraftClick, and the Seller CraftClick has no reason to believe there will be any such use employment or violation. To the best of CraftClick's knowledge, none of the execution or delivery of this Agreement, or the carrying on of the business of CraftClick as officers, employees or agents by any officer, director or key employee of CraftClick, or the conduct or proposed conduct of the business of CraftClick, 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.